TODD AO CORP, 10-Q, 1999-01-14

TODD AO CORP
10-Q, 1999-01-14
ALLIED TO MOTION PICTURE PRODUCTION

Previous: MAGELLAN PETROLEUM CORP /DE/, S-8, 1999-01-14

Next: MARK IV INDUSTRIES INC, 10-Q, 1999-01-14

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the quarterly period ended NOVEMBER 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from to

Commission file number: 0-1461

THE TODD-AO CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 13-1679856
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)

900 N. SEWARD STREET, HOLLYWOOD, CALIFORNIA 90038
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (213) 962-5304

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- -------

The number of shares of common stock outstanding at January 11, 1999 was:
7,747,212 Class A Shares and 1,747,178 Class B Shares.

<PAGE>

THE TODD-AO CORPORATION

QUARTERLY REPORT ON FORM 10-Q

NOVEMBER 30, 1998

INDEX
- -------------------------------------------------------------------------------
PART I - FINANCIAL INFORMATION Page

Item 1- FINANCIAL STATEMENTS

The following financial statements are filed herewith:

Consolidated Balance Sheets, November 30, 1998 and
August 31, 1998 3

Consolidated Statements of Income and Retained Earnings for the
Three Months Ended November 30, 1998 and 1997 5

Consolidated Statements of Cash Flows for the Three Months Ended
November 30, 1998 and 1997 6

Notes to Consolidated Financial Statements for the Three Months
Ended November 30, 1998 8

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings 14

Item 6 - Exhibits and Reports on Form 8-K 14

Signature 14

<PAGE>

THE TODD-AO CORPORATION

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

ASSETS

AUGUST 31, NOVEMBER 30,
---------- -------------
1998 1998
---------- -------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents. . . . . . . . . . . . . . . . . . $ 3,997 $ 5,765
Marketable securities. . . . . . . . . . . . . . . . . . . . 1,490 1,329
Trade receivables
(net of allowance for doubtful accounts of $1,829 at
November 30, 1998 and $1,768 at August 31, 1998) . . . . . 18,164 22,568
Income tax receivable. . . . . . . . . . . . . . . . . . . . 1,397 1,384
Inventories (first-in first-out basis) . . . . . . . . . . . 783 661
Deferred income taxes. . . . . . . . . . . . . . . . . . . . 301 301
Prepaid deposits and other . . . . . . . . . . . . . . . . . 3,629 3,579
--------- ----------
Total current assets . . . . . . . . . . . . . . . . . . . . 29,761 35,587
--------- ----------
INVESTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . 956 738
--------- ----------
PROPERTY AND EQUIPMENT - At Cost:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,270 4,270
Buildings. . . . . . . . . . . . . . . . . . . . . . . . . . 11,293 10,251
Leasehold improvements . . . . . . . . . . . . . . . . . . . 15,054 16,055
Lease acquisition costs. . . . . . . . . . . . . . . . . . . 2,187 2,187
Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . 76,172 79,315
Equipment under capital leases . . . . . . . . . . . . . . . 1,151 1,151
Construction in progress . . . . . . . . . . . . . . . . . . 1,466 2,903
--------- ----------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . 111,593 116,132
Accumulated depreciation and amortization. . . . . . . . . . (38,046) (41,099)
--------- ----------
Property and equipment - net . . . . . . . . . . . . . . . . 73,547 75,033
--------- ----------
GOODWILL
(net of accumulated amortization of $1,993 at
November 30, 1998 and $1,646 at August 31, 1998). . . . . . 29,193 28,843
--------- ----------
OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . . . 1,909 2,181
--------- ----------
TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 135,366 $ 142,382
--------- ----------
--------- ----------

</TABLE>

See notes to consolidated financial statements.

<PAGE>

THE TODD-AO CORPORATION

CONSOLIDATED BALANCE SHEETS (CONTINUED)
(DOLLARS IN THOUSANDS)

LIABILITIES AND STOCKHOLDERS' EQUITY

AUGUST 31, NOVEMBER 30,
----------- ------------
1998 1998
----------- ------------
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . $ 6,464 $ 5,358
Accrued liabilities:
Payroll and related taxes. . . . . . . . . . . . . . . . . . 3,520 5,900
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . 369 537
Equipment lease. . . . . . . . . . . . . . . . . . . . . . . 569 563
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,201 1,945
Income taxes payable . . . . . . . . . . . . . . . . . . . . 1,090 1,557
Current maturities of long-term debt . . . . . . . . . . . . . 537 515
Capitalized lease obligations - current. . . . . . . . . . . . 422 396
Deferred income. . . . . . . . . . . . . . . . . . . . . . . . 897 878
---------- ----------
Total current liabilities. . . . . . . . . . . . . . . . . . . 17,069 17,649
---------- ----------
LONG-TERM DEBT . . . . . . . . . . . . . . . . . . . . . . . . 44,654 51,994
DEFERRED COMPENSATION AND OTHER. . . . . . . . . . . . . . . . 266 135
DEFERRED GAIN ON SALE/LEASEBACK TRANSACTIONS . . . . . . . . . 6,085 5,469
DEFERRED INCOME TAXES. . . . . . . . . . . . . . . . . . . . . 4,911 5,787
OTHER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,061 1,715
---------- ----------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . 75,046 82,749
---------- ----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Common Stock:
Class A; authorized 30,000,000 shares of $0.01 par value;
issued 7,868,869 at November 30, 1998 and 8,438,700 at
August 31, 1998. . . . . . . . . . . . . . . . . . . . . . . 84 79
Class B; authorized 6,000,000 shares of $0.01 par value;
issued and outstanding 1,747,178 . . . . . . . . . . . . . . 17 17
Additional capital . . . . . . . . . . . . . . . . . . . . . . 40,805 36,823
Treasury stock (121,657 and 235,151 shares at cost
As of November 30, 1998 and August 31, 1998, respectively) . (2,338) (1,118)
Retained earnings. . . . . . . . . . . . . . . . . . . . . . . 20,538 22,838
Accumulated comprehensive income:
Unrealized gains (losses) on marketable securities
and long-term investments . . . . . . . . . . . . . . . . . . 198 (23)
Cumulative foreign currency translation adjustment. . . . . . 1,016 1,017
---------- ----------
Total stockholders' equity . . . . . . . . . . . . . . . . . . 60,320 59,633
---------- ----------
TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 135,366 $ 142,382
---------- ----------
---------- ----------

</TABLE>

See notes to consolidated financial statements.

<PAGE>

THE TODD-AO CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 1998 AND 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
1997 1998
----------- -----------
<S> <C> <C>
REVENUES . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25,024 $ 33,947
----------- -----------
COSTS AND EXPENSES:
Operating costs and other expenses . . . . . . . . . . . . . . 19,314 25,705
Depreciation and amortization. . . . . . . . . . . . . . . . . 2,421 3,403
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 412 866
Equipment lease expense - net. . . . . . . . . . . . . . . . . 27 55
Other (income) expense - net . . . . . . . . . . . . . . . . . 98 144
----------- -----------
Total costs and expenses . . . . . . . . . . . . . . . . . . . 22,272 30,173
----------- -----------
INCOME BEFORE PROVISION FOR INCOME TAXES . . . . . . . . . . . 2,752 3,774
PROVISION FOR INCOME TAXES . . . . . . . . . . . . . . . . . 979 1,306
----------- -----------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . 1,773 2,468
RETAINED EARNINGS BEGINNING OF PERIOD. . . . . . . . . . . . . 17,711 20,510
LESS: DIVIDENDS PAID. . . . . . . . . . . . . . . . . . . . . (147) (140)
----------- -----------
RETAINED EARNINGS END OF PERIOD. . . . . . . . . . . . . . . . $ 19,337 $ 22,838
----------- -----------
----------- -----------

NET INCOME PER COMMON SHARE:
Net income available to common stockholders. . . . . . . . . . $ 1,773 $ 2,468
Effect of dilutive securities:
5% convertible debentures. . . . . . . . . . . . . . . . . . 70 67
----------- -----------
Net income available to common stockholders
plus assumed conversions . . . . . . . . . . . . . . . . . . $ 1,843 $ 2,535
----------- -----------

WEIGHTED AVERAGE SHARES
OUTSTANDING - BASIC. . . . . . . . . . . . . . . . . . . . . 10,016,631 9,535,765

Effect of dilutive securities:
Stock options. . . . . . . . . . . . . . . . . . . . . . . . 534,573 331,538
5% convertible debentures. . . . . . . . . . . . . . . . . . 711,057 697,677
----------- -----------

WEIGHTED AVERAGE SHARES
OUTSTANDING - DILUTED. . . . . . . . . . . . . . . . . . . . 11,262,261 10,564,980
----------- -----------

NET INCOME PER COMMON SHARE - BASIC. . . . . . . . . . . . . . $ 0.18 $ 0.26
----------- -----------
----------- -----------
NET INCOME PER COMMON SHARE - DILUTED. . . . . . . . . . . . . $ 0.16 $ 0.24
----------- -----------
----------- -----------
</TABLE>

See notes to consolidated financial statements.

<PAGE>

THE TODD-AO CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 1998 AND 1997
(DOLLARS IN THOUSANDS)

1997 1998
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,773 $ 2,468
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization. . . . . . . . . . . . . . . . 2,421 3,403
Deferred income taxes. . . . . . . . . . . . . . . . . . . . 623 876
Deferred compensation and other. . . . . . . . . . . . . . . (127) (130)
Amortization of deferred gain on
sale/leaseback transaction. . . . . . . . . . . . . . . . . (453) (616)
(Gain) on sale of marketable securities
and investments . . . . . . . . . . . . . . . . . . . . . . (27) --
Loss (gain) on disposition of fixed assets. . . . . . . . . . 22 (39)
Shares issued for stock award . . . . . . . . . . . . . . . . 66 --
Changes in assets and liabilities (net of acquisitions):
Trade receivables, net. . . . . . . . . . . . . . . . . . . (3,384) (4,404)
Inventories and other current assets. . . . . . . . . . . . (207) 169
Accounts payable and accrued liabilities. . . . . . . . . . 2,283 172
Income taxes payable, net . . . . . . . . . . . . . . . . . 794 480
Provision for liabilities . . . . . . . . . . . . . . . . . -- (346)
Deferred income . . . . . . . . . . . . . . . . . . . . . . 230 (19)
---------- ----------
Net cash provided by operating activities: . . . . . . . . . . 4,014 2,014
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of marketable securities
and investments. . . . . . . . . . . . . . . . . . . . . . . 517 161
Proceeds from disposition of fixed assets . . . . . . . . . . -- 101
Capital expenditures. . . . . . . . . . . . . . . . . . . . . (6,682) (4,601)
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . (558) (291)
---------- ----------
Net cash flows used in investing activities: . . . . . . . . . $ (6,723) $ (4,630)
---------- ----------

</TABLE>

<PAGE>

THE TODD-AO CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 1998 AND 1997
(DOLLARS IN THOUSANDS)
(CONTINUED)

1997 1998
---------- ----------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt . . . . . . . . . . . . . . . . . $ 1,400 $ 8,060
Payments on long-term debt . . . . . . . . . . . . . . . . . . (8,809) (742)
Payments on capital lease obligations. . . . . . . . . . . . . (28) (26)
Proceeds from sale/leaseback transaction . . . . . . . . . . . 8,500 --
Proceeds from issuance of common stock . . . . . . . . . . . . 158 --
Treasury stock purchases . . . . . . . . . . . . . . . . . . . (325) (2,767)
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . (147) (141)
---------- ----------

Net cash flows provided by financing activities: . . . . . . . . 749 4,384
Effect of exchange rate changes on cash. . . . . . . . . . . . 372 --
---------- ----------

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS. . . . . . . . . . . . . . . . . . . . . . . . (1,588) 1,768
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . . . 5,127 3,997
---------- ----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD. . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,539 $ 5,765
---------- ----------
---------- ----------
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:

Cash paid during the period for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 327 $ 653
---------- ----------
---------- ----------
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . $ 0 $ 0
---------- ----------
---------- ----------

</TABLE>

7
<PAGE>

THE TODD-AO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
- --------------------------------------------------------------------------------

If complete notes were to accompany these statements they would be substantially
in the same form as those to the Company's Financial Statements for the Year
Ended August 31, 1998. In addition the following notes are applicable:

1. In the opinion of management for the Company, all adjustments (which
comprise only normal recurring accruals) necessary for a fair presentation
of the results of operations have been included.

2. The consolidated financial statements include the Company and its wholly
owned subsidiaries.

3. The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 128, "Earnings Per Share" ("EPS"), during the year ending August 31,
1998 and has restated its net income per common share disclosures for prior
periods to comply with SFAS No. 128. Under SFAS No. 128, primary EPS is
replaced by "Basic" EPS, which excludes dilution and is computed by
dividing income available to common shareholders by the weighted average
number of common shares outstanding for the period. "Diluted" EPS, which
is computed similarly to fully diluted EPS, reflects the potential dilution
that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock. When dilutive, stock
options are included as share equivalents in computing diluted earnings per
share using the treasury stock method.

4. On May 8, 1998, Todd Europe, a wholly owned United Kingdom subsidiary of
the Company, purchased substantially all of the outstanding shares of
Tele-Cine Cell Group plc. ("TeleCine"), a U.K. Corporation. The purchase
price of the shares was $17,948 (L11,011) of which $15,741 was paid in cash
and $2,207 is represented by unsecured loan notes guaranteed as to
principal only and bearing interest at a fixed rate of 4.5% payable
annually in arrears. Included above is cash in the amount of $495 which
was paid by Todd Europe for costs incurred in connection with the
acquisition. TeleCine is a London based facility that specializes in video
post-production and special effects providing services to the film and
television industries.

The acquisition is being accounted for under the purchase method of
accounting. The following unaudited pro forma consolidated financial
information for the three months ended November 30, 1997 is presented as if
the acquisition had occurred on September 1, 1997. Pro forma adjustments
for TeleCine are primarily to eliminate operations discontinued as part of
the acquisition plan, to adjust depreciation to estimated useful lives of
assets acquired, amortization of goodwill, interest expense on borrowings
in connection with the acquisition, and income taxes.

<TABLE>
<CAPTION>
1997
---------
<S> <C>
Revenues . . . . . . . . . . . . . . . . . . . . . . . $ 30,410
---------
---------
Net income . . . . . . . . . . . . . . . . . . . . . . $ 2,478
---------
---------
Net income per common share - Basic. . . . . . . . . . $ 0.25
---------
---------
Net income per common share - Diluted. . . . . . . . . $ 0.23
---------
---------

</TABLE>

8
<PAGE>

5. In November 1997 and December 1994 the Company signed agreements with its
bank to implement the sale/leaseback of certain equipment. The five year
agreements terminate on December 1, 2002 and December 30, 1999,
respectively, and are being treated as operating leases for financial
statement purposes. On November 3, 1997 an aggregate of $8,500 of sound
studio equipment was sold and leased back (lease #2). The total deferred
gain on the transaction to be amortized over five years is $4,937. The
annual lease cost currently is approximately $1,400. On December 30, 1994
an aggregate of $11,218 was sold and leased back (lease #1). The total
deferred gain on the transaction to be amortized over five years is $7,345.
The annual lease cost currently is approximately $1,400.

The net equipment lease expense is as follows for the three months ended:
<TABLE>
<CAPTION>

LEASE #1 LEASE #2 TOTAL
-------- -------- -------
<S> <C> <C> <C>
NOVEMBER 30, 1998
Equipment lease costs. . . . . . . . . . . . . . . . $ 315 $ 354 $ 669
Amortization of deferred gain
on sale of equipment. . . . . . . . . . . . . . . (368) (246) (614)
-------- -------- -------
Equipment lease expense, net . . . . . . . . . . . . $ (53) $ 108 $ 55
-------- -------- -------
-------- -------- -------

NOVEMBER 30, 1997
Equipment lease costs. . . . . . . . . . . . . . . . $ 424 $ 56 $ 480
Amortization of deferred gain
on sale of equipment. . . . . . . . . . . . . . . (367) (86) (453)
-------- -------- -------
Equipment lease expense, net . . . . . . . . . . . . $ 57 $ (30) $ 27
-------- -------- -------
-------- -------- -------
</TABLE>

In December 1998, the Company signed a third agreement with its bank to
implement the sale/leaseback of certain equipment for up to $10,000. An
aggregate of $8,809 of sound studio and video equipment was sold and leased
back on December 30, 1998. The agreement consists of a base 2-year term
plus five additional 1-year terms amortizing to approximately 41% and
terminates on December 30, 2005.

6. The Company has a stock repurchase program under which 2,300,000 shares may
be purchased from time to time in the open market or in private
transactions. As of November 30, 1998, 1,563,456 shares had been
repurchased. 1,432,705 of these shares have been cancelled and returned to
authorized but unissued status.

7. In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income." The Company adopted SFAS No. 130
beginning in the first quarter of fiscal 1999. Comprehensive income is
defined as all changes in shareholders' equity, except those resulting from
investments by or distributions to shareholders. The Company's
comprehensive income is as follows for the three months ended:

<TABLE>
<CAPTION>
NOVEMBER 30, NOVEMBER 30,
------------ ------------
1997 1998
------------ ------------
<S> <C> <C>
Net income . . . . . . . . . . . . . . . $ 1,773 $ 2,468
Unrealized gain (loss) on marketable
securities and long-term investments . 35 (221)
Foreign currency translation
adjustments. . . . . . . . . . . . . . 385 1
------------ ------------
Comprehensive income . . . . . . . . . . $ 2,193 $ 2,248
------------ ------------
------------ ------------
</TABLE>

9
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(DOLLARS IN THOUSANDS, EXCEPT AMOUNTS PER SHARE)

1. Material Changes in Financial Condition

In December 1994, the Company signed agreements with its bank to implement
the sale/leaseback of certain equipment and a long-term credit facility. An
aggregate of $11,218 of sound studio equipment was sold and leased back on
December 30, 1994. The sale/leaseback agreement, which terminates on
December 30, 1999, consists of five 1-year terms amortizing to
approximately 40%. The agreement, amended in December 1997, provides for
interest at the same LIBOR rates and terms as the second sale/leaseback
agreement (see below).

In October 1997, the Company signed a second agreement with its bank to
implement the sale/leaseback of certain equipment for up to $10,000 and
restated the long-term credit facility signed in December 1994. An
aggregate of $8,500 of sound studio equipment was sold and leased back on
November 3, 1997. The sale/leaseback agreement consists of five 1-year
terms amortizing to approximately 42% with interest at LIBOR rates ranging
from plus .75% to plus 2% based on the leverage ratio (Funded
Indebtedness/EBITDA excluding convertible subordinated notes issued by
Company in connection with the Hollywood Digital acquisition) and
terminates on December 1, 2002. Under the new First Amended and Restated
Credit Agreement, dated as of October 20, 1997, the Company may borrow up
to $60,000 in revolving loans (including up to 50% in Multi-currency) until
November 30, 2001. On that date and quarterly thereafter until August 31,
2003, the revolving loan commitment will reduce by 6.25% to 50% of the
combined loan commitment on the reduction date. The remaining 50% will
reduce to nil by the expiration of the agreement on December 31, 2003.
Annually, the Company may request an automatic extension of the revolving
period of the facility for one year that will also extend the term period
and the expiration date of the agreement. The Company also has the
availability of Standby Letters of Credit up to $2,500 under the facility.
The credit facility provides for borrowings at the Bank's Reference, CD,
and LIBOR rates ranging from plus .75% to plus 2.125% based on the leverage
ratio. The leverage ratio that determines the rate ranges from less than
1:1 to greater than 2.5:1. The leverage ratio may not exceed 3.5:1 until
February 28, 2000. Thereafter, the leverage ratio may not exceed 3:1. The
facility includes commitment fees at .2% to .5% (based on the leverage
ratio) per annum on the unused balance of the credit facility. Other
material restrictions include: the coverage ratio (cash flow/fixed
charges) may not be less than 1.25:1; Other Indebtedness or Contingent
Liabilities (excluding up to $25,000 in Capital or Off Balance Sheet
Leases, the convertible subordinated notes issued in the Hollywood Digital
acquisition and non-recourse debt up to $50,000 of less than 100% owned
Joint Ventures) may not exceed $10,000 without the Bank's approval. Net
Worth is not to be less than $54,000 plus net proceeds from issuance of
equity plus 50% of consolidated net income subsequent to May 31, 1998
(excluding the effect of stock repurchases up to $8,000 during the fiscal
year ending August 31, 1999).

Management evaluated capital raising alternatives including capital and
operating leases, sale/leaseback and other sources of long-term debt
including bank and public financing. Based upon cost, structure and term
the sale/leaseback financing provided incremental funding with a favorable
impact on earnings per share as compared with available alternative debt
financings.

10
<PAGE>

In January 1998 the Company entered into a three year interest rate swap
agreement for a notional amount of $10,000 to hedge the impact of
fluctuations in interest rates on its floating rate credit facility. Under
the agreement, the Company is obligated to pay 5.65% in exchange for
receiving three-month LIBOR on the notional amount. Settlements are
quarterly and the contract expires in March 2001.

The credit facilities are available for general corporate purposes, capital
expenditures and acquisitions. Management believes that funds generated
from operations, proceeds from the sale/leaseback agreements and the
borrowings available under the restated credit facility will be sufficient
to meet the needs of the Company at least through the end of fiscal year
1999.

In June 1997, the Company used $15,760 under the credit facility to acquire
the assets of Hollywood Digital. In November 1997, the Company used $8,500
from the sale/leaseback of equipment described above to pay down the credit
facility debt. In May 1998, the Company used $14,000 under the credit
facility to fund a substantial portion of the TeleCine acquisition. As of
November 30, 1998, the Company had $41,625 outstanding under the credit
facility.

The Company expects capital expenditures of approximately $21,000 for its
Los Angeles, Santa Monica, New York City, Atlanta and London facilities in
fiscal 1999. These capital expenditures will be financed by credit
facilities and internally generated funds.

The Company does not believe that it is currently exposed to any material
foreign exchange rate risk and, at present, does not have a policy for
managing such risk beyond the utilization of local currency borrowings to
fund foreign acquisitions whenever possible.

2. Material Changes in Results of Operations

THREE MONTHS ENDED NOVEMBER 30, 1998 COMPARED TO THREE MONTHS ENDED
NOVEMBER 30, 1997

Revenues increased $8,923 or 35.7% from $25,024 to $33,947 primarily due to
the acquisition of TeleCine in May 1998 and to an increase in all other
video and sound services of the Company. TeleCine recorded video services
revenues of $6,456 which was supplemented by an increase of $1,584 from the
Company's other video divisions. This increase includes revenues of $735
from Todd-AO Video Services DVD formed in May 1998 to provide DVD product
services to the major Hollywood studios and others. Higher utilization and
activity in the Company's sound services divisions was responsible for an
increase in sound services revenues of $1,073.

Operating costs and other expenses increased $6,391 or 33.1% from $19,314
to $25,705. Cost increases are related to the TeleCine acquisition
($4,809) and the other revenue increases described above.

Depreciation and amortization increased $982 or 40.1% primarily due to the
equipment and goodwill acquired in the TeleCine acquisition ($599) and to
the assets placed in service in March 1998 in connection with the new THD
Santa Monica facility ($294) as well as increased capital expenditures in
other divisions.

Interest expense increased $454 or 110.2% primarily due to the TeleCine
acquisition financing.

As a result of the above, income before taxes increased $1,022 or 37.1%
from $2,752 to $3,774 and net income increased $695 or 39.2% from $1,773 to
$2,468.

11
<PAGE>

MATERIAL CHANGES IN CASH FLOWS

For the three months ended November 30, 1998, the Company generated $2,025
in cash from operating activities compared to $4,014 in 1997. Net income
of $2,468 adjusted for depreciation and net amortization of $2,787 provided
cash of $5,255 in 1998 compared to $3,741 in 1997. Increases in accounts
payable and other liabilities were restricted to $298 in 1998 compared to
$3,307 in 1997. Cash provided by operations was utilized primarily to fund
trade receivables and other current assets in both years.

Net cash generated from operating activities supplemented by borrowings
from the Company's credit facility of $8,060 were used to purchase treasury
stock under the Company's stock repurchase program, reinvest in capital
assets of the Company and to pay down long-term debt.

OTHER BUSINESS INFORMATION

On September 8, 1997, the Company and Disney Character Voices
International, Inc. ("DCVI") committed to jointly establishing a dubbing
and audio post production studio in Germany. The Company and DCVI's German
subsidiaries, TODD-AO GERMANY GMBH and BUENA VISTA INTERNATIONAL FILM
PRODUCTION (GERMANY) GMBH have agreed to jointly build a state-of-the-art,
all-digital post production complex in Munich. The 36,000 square foot
facility will include feature and video mixing studios, film and video
dialogue recording rooms and editorial suites. The Company will manage all
technical and operational functions and DCVI will coordinate the creative
services of the studios. Additional joint ventures are contemplated for
France, Italy, Spain and Asia. The foreign language dubbing studios will
provide each of those territories with state-of-the-art theatrical and
television recording, mixing and editing facilities.

FORWARD LOOKING STATEMENTS

When used in this document, the words "believes", expects",
anticipates", "intends", and similar expressions are intended to
identify forward looking statements. Such statements are subject to a
number of known risks and uncertainties. Actual results in the future
could differ materially from those described in the forward looking
statements. Such risks and uncertainties include, but are not limited
to, industry-wide market factors such as the timing of, and spending on,
feature film and television programming production, foreign and domestic
television advertising, and foreign and domestic spending by
broadcasters, cable companies and syndicators on first run and existing
content libraries. In addition, the failure of the company to maintain
relationships with key customers and certain key personnel, more rapid
than expected technological obsolescence, and failure to integrate
acquired operations in expected time frames could also cause actual
results to differ materially from those described in forward looking
statements.

YEAR 2000 COMPLIANCE ISSUE

The Company is currently working to resolve the potential impact of the
year 2000 on the processing of date-sensitive information by the Company's
computerized information systems. The year 2000 problem is the result of
computer programs being written using two digits (rather than four) to
define the applicable year. Any of the Company's programs that have
time-sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000, which could result in miscalculations or system
failure. The Company has conducted a review of its computer information
systems and its technological operating equipment to identify the systems
that could be affected by the year 2000 compliance issue.

The Company uses purchased software programs for a variety of functions,
including general ledger, accounts payable, and accounts receivable
accounting packages as well as comprehensive facility management packages.
These programs are generally Year 2000 compliant, and any software and/or
computer systems not currently compliant will be upgraded during fiscal
1999 under existing maintenance and other agreements and through normal
replacement programs currently in place. A review of the Company's
equipment containing embedded microprocessors or other technology has
revealed few systems that are not Year 2000 compliant and those that are
not compliant are expected to be upgraded through normal maintenance
replacements in fiscal 1999. Operation of these

12
<PAGE>

systems is generally not time-sensitive and, if necessary, equipment
settings can be adjusted without posing any significant operational
problems for the Company.

Based on these reviews, costs of addressing potential problems are not
currently expected to have a material adverse impact on the Company's
financial position, results of operations or cash flows in future periods.

To date, the Company has not identified any system which presents a
material risk of not being Year 2000 ready in a timely fashion or for which
a suitable alternative cannot be implemented. As the Company progresses
with its Year 2000 conversion, however, it may identify systems which do
present a material risk of Year 2000 disruption. Such disruption may
include, among other things, the inability to process transactions or
information, to record or access data, or engage in similar normal business
activities. If the Company, its customers or vendors are unable to resolve
such processing issues in a timely manner, it could result in a material
financial risk. Accordingly, the company will devote the necessary
resources to resolve all significant Year 2000 issues in a timely manner.

The discussion above contains certain forward looking statements. The
costs of the Year 2000 conversion, the date which the Company has set to
complete such conversion, and possible risks associated with the Year 2000
issue are based on the Company's current estimates and are subject to
various uncertainties that could cause the actual results to differ
materially from the Company's expectations. Such uncertainties include,
among others, the success of the Company in identifying systems that are
not Year 2000 compliant, the nature and amount of programming required to
upgrade or replace each of the affected systems, the availability of
qualified personnel, consultants and other resources, and the success of
the Year 2000 conversion efforts of others.

13
<PAGE>
PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in litigation and similar claims incidental to the
conduct of its business. None of the pending actions is considered
material.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a). (1)(a) Lease Intended as Security dated as of December 30,
1998 between BA Leasing and Capital Corporation and The
Todd-AO Corporation.

(1)(b) Appendix to Lease Intended as Security dated as of
December 30, 1998 between BA Leasing and Capital
Corporation and The Todd-AO Corporation.

(2) Exhibit 27 Financial Data Schedule.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

THE TODD-AO CORPORATION

January 13, 1999 /s/ Silas R. Cross
- ---------------------- ------------------------------
Date Silas R. Cross
Chief Accounting Officer

<PAGE>

EXHIBIT (1)(a)
Lease No. 980290

LEASE INTENDED AS SECURITY ("Lease")
dated as of December 30, 1998, between BA
LEASING & CAPITAL CORPORATION, a California
corporation with its principal office at 555
California Street, San Francisco, California,
94104 ("Lessor") and THE TODD-AO CORPORATION,
a California corporation, with its principal
office at 900 N. Seward Street, Hollywood, CA
90038 ("Lessee").

Lessor agrees to acquire and lease and sell to Lessee and Lessee agrees
to hire and purchase from Lessor certain personal property (the "Units" and
individually a "Unit") described in the APPENDIX (the "Appendix") attached
hereto and made a part hereof, on the terms and conditions set forth herein and
in the Appendix.

SECTION 1. PROCUREMENT, DELIVERY AND ACCEPTANCE.

1.1 On a date or dates to be agreed upon by Lessor and Lessee
(individually a "Delivery Date"), Lessor will purchase from and lease back to
Lessee for an amount equal to the agreed upon value of the Units, and Lessee
will sell to and lease back from Lessor each Unit, but all Delivery Dates for
such Units must be during the Utilization Period set forth in the Appendix.

1.2 The obligation of Lessor to pay for each Unit is subject to the
following conditions:

(a) Lessee shall have delivered to Lessor not earlier than the
tenth (10th) and not later than the fifth (5th) Business Day (as defined in
Paragraph F of the Appendix) prior to the proposed Delivery Date, an irrevocable
notice (a "DELIVERY DATE NOTICE") substantially in the form of EXHIBIT A,
specifying (i) the proposed Delivery Date, (ii) a description of each Unit to be
purchased on such Delivery Date and the location thereof, (iii) the aggregate
Purchase Price of such Units, and (iv) wire transfer instructions for the
disbursement of funds;

(b) At least three (3) Business Days prior to any Delivery
Date, Lessor shall have received an Appraisal to its satisfaction opining:

(i) as to the appraised value of the Units to be
purchased on such Delivery Date in each case on such Delivery Date and at
the end of the applicable Base Term and all applicable Renewal Terms; and

(ii) that the average remaining economic useful lives of
Units subject to each Schedule are not less than ten (10) years.

(c) Lessee shall have accepted the Unit on its Delivery Date
and executed and delivered to Lessor for each Unit accepted by Lessee, a Lease
Schedule and Acceptance Certificate in the form of EXHIBIT B (a "Schedule")
confirming the Delivery Date of the Unit and the acceptance of the Unit as of
its Delivery Date. Each Schedule to be executed and delivered by Lessee on each
Delivery Date shall set forth:

(i) in ANNEX I thereto, a description of and the
Purchase Price for the Units; and

(ii) in ANNEX II thereto, the Interim Rent, the
Applicable Percentage Amounts, a schedule of the installments of Fixed
Rent, the Payment Dates therefor payable

-1-
<PAGE>

during the Base Term and during each Renewal Term, the Schedule Balance
of such Schedule as of the Delivery Date therefor and as of each Payment
Date in the Base Term and each Renewal Term, assuming in each case that
all installments of Fixed Rent due and payable thereunder to and
including such Payment date have been paid;

Annex I and II to each Schedule shall be prepared by Lessor, and the
items set forth by Lessor in such Schedules shall be conclusive and
binding upon Lessee for all purposes hereunder;

(d) Its Delivery Date shall be during the Utilization Period
set forth in the Appendix;

(e) On or prior to each Delivery Date, Lessor shall have
received from Lessee duly executed UCC financing statements, and such financing
statements shall have been filed in all places deemed necessary or desirable by
Lessor in order to perfect the security interest granted pursuant to the Lease
with respect to the Units and any related collateral being delivered on such
Delivery Date;

(f) a Consent to Removal in the form of EXHIBIT C for the Units
located on the Site applicable to each Delivery Date;

(g) There shall exist no Event of Default nor any event which,
with notice or lapse of time or both, would become an Event of Default (a
"DEFAULT");

(h) On or before its Delivery Date, Lessee shall execute and
deliver to Lessor a Bill of Sale in the form of EXHIBIT D with respect to the
Unit, dated that Delivery Date;

(i) Lessor shall receive evidence, satisfactory to Lessor, that
each Unit is free and clear of all claims, liens, security interests and
encumbrances;

(j) On or prior to each Delivery Date, Lessee shall have paid
to Lessor any Transaction Costs and applicable fees not previously paid;

(k) Each of the representations and warranties made by Lessee
hereunder shall be true on and as of each Delivery Date;

(l) no material adverse change in Lessee's financial condition
shall have occurred since the date hereof;

(m) resolution of any environmental issues; and.

(n) Lessor shall have received Guaranties (each a "Guaranty"
and collectively the "Guaranties") in the form of EXHIBIT E executed by each
Significant Subsidiary (as defined in Paragraph J of the Appendix) of Lessee
(each a "GUARANTOR" and collectivel the "Guarantors") as set forth in
EXHIBIT F.

If any of the foregoing conditions is not met with respect to any such
Unit, Lessor shall have no obligation to either Lessee or any third party to pay
the purchase price for such Unit.

Any attempted or purported sale of a Unit by Lessee to Lessor after its
Delivery Date shall not be effective whether or not accepted by Lessor, and
Lessor shall not incur any obligations with respect to the Unit, including the
obligation to pay for the Unit.

-2-
<PAGE>

1.3 Lessee represents, warrants and covenants with respect to each
Unit that (a) Lessee has the right to sell the Unit as set forth herein, (b)
both the Unit and Lessee's rights, title and interest in the Unit are, or will
be as of its Delivery Date, free from all claims, liens, security interests and
encumbrances, (c) Lessee will defend the sale against claims and demands of all
persons and (d) the Purchase Price of the Unit is equal to its fair market value
at the time of the sale.

1.4 As soon as possible, but no later than the first Delivery Date,
Lessee shall deliver to Lessor the following documents, in form and substance
satisfactory to Lessor:

(a) a certificate evidencing Lessee's authority to enter into
and perform its obligations under this Lease;

(b) a certificate as to the incumbency of the person or persons
authorized to execute and deliver this Lease and any other
agreements or documents required hereunder, including
specimen signatures of such persons;

(c) certificates of insurance, including loss payable and other
endorsements complying with, or other evidence acceptable
to Lessor that Lessee has complied with, Section 7;

(d) opinions of counsel to Lessee and Guarantor, substantially
in the forms of EXHIBIT G; and

(e) any other documents specified in the Appendix and such
other documents as Lessor may reasonably request.

SECTION 2. TERM, RENT AND PAYMENT.

2.1 The term of this Lease as to each Unit shall commence on its
Delivery Date and continue as specified in the Appendix.

2.2 Lessee shall pay to Lessor rent for each Unit in the amounts and
at the times set forth in the Appendix.

2.3 Rent and all other sums due Lessor hereunder shall be paid at the
principal office of Lessor set forth above.

2.4 This Lease is a net lease and Lessee shall not be entitled to any
abatement or reduction of rent or any setoff against rent, whether arising by
reason of any past, present or future claim of any nature by Lessee against
Lessor or otherwise. Except as otherwise expressly provided herein, this Lease
shall not terminate, nor shall the obligations of Lessor or Lessee be otherwise
affected by reason of (a) any defect in, damage to, loss of possession or use or
destruction of any Unit, however caused, (b) the attachment of any lien,
encumbrance, security interest or other right or claim of any third party to any
Unit, (c) any prohibition or restriction of or interference with Lessee's use of
the Unit by any person or entity, (d) the insolvency of or the commencement by
or against Lessee of any bankruptcy, reorganization or similar proceeding, or
(e) any other cause, whether similar or dissimilar to the foregoing, any present
or future law to the contrary notwithstanding. It is the intention of the
parties that all rent and other amounts payable by Lessee hereunder shall be
payable in all events in the manner and at the times herein provided unless
Lessee's obligations in respect thereof have been terminated pursuant to the
express provisions of this Lease.

-3-
<PAGE>

2.5 Payments shall be applied in the following order: (a) expenses,
including allocated time charges of internal counsel for Lessor and any other
attorneys' fees; (b) interest on late payments; and (c) rent and all other sums
due hereunder. Payments shall be evidenced by entries in records maintained by
Lessor which shall be presumptively correct.

SECTION 3. WARRANTIES.

LESSEE ACKNOWLEDGES AND AGREES THAT (a) EACH UNIT IS OF A SIZE, DESIGN,
CAPACITY AND MANUFACTURE SELECTED BY LESSEE, (b) LESSEE IS SATISFIED THAT THE
SAME IS SUITABLE FOR ITS PURPOSES, (c) LESSOR IS NOT A MANUFACTURER THEREOF NOR
A DEALER IN PROPERTY OF SUCH KIND AND (d) LESSOR HAS NOT MADE, AND DOES NOT
HEREBY MAKE, ANY REPRESENTATION, WARRANTY OR COVENANT WITH RESPECT TO THE TITLE,
MERCHANTABILITY, CONDITION, QUALITY, DESCRIPTION, DURABILITY, FITNESS FOR
PURPOSE OR SUITABILITY OF ANY UNIT IN ANY RESPECT OR IN CONNECTION WITH OR FOR
THE PURPOSES AND USES OF LESSEE. Lessor hereby assigns to Lessee, to the extent
assignable, any warranties, covenants and representations of any vendor with
respect to any Unit, to the extent assigned to Lessor, but any action taken by
Lessee by reason thereof shall be at Lessee's expense and shall be consistent
with Lessee's obligations under Section 2.

SECTION 4. POSSESSION, USE AND MAINTENANCE.

4.1 Lessee shall not (a) use, operate, maintain or store any Unit
improperly, carelessly or in violation of any applicable law or regulation of
any government authority; (b) abandon any Unit; (c) sublease any Unit or permit
its use by anyone other than Lessee without the prior written consent of Lessor,
not to be unreasonably withheld, provided that Lessee may sublease any Unit to
any subsidiary of Lessee that has executed and delivered to Lessor a guaranty
substantially in the form of Exhibit E if such sublease is expressly subject and
subordinate to this Lease and if Lessee remains primarily liable hereunder; (d)
permit any Unit to be removed from the state specified in the Appendix without
the prior written consent of Lessor; (e) affix or place any Unit to or on any
other personal property or any real property without first obtaining and
delivering to Lessor such waivers as Lessor may reasonably require to assure
Lessor's legal title and security interest and right to remove the Unit free
from any lien, encumbrance right of distraint or any other claim that may be
asserted by any third party; or (f) sell, assign or transfer, or directly or
indirectly create, incur or suffer to exist any lien, claim, security interest
or encumbrance of any kind on any of its rights hereunder or in any Unit.

4.2 Lessee shall at its expense at all times during the term of this
Lease maintain the Units in good operating order, repair, condition and
appearance and in accordance with the manufacturer's recommended procedures.
Lessee shall upgrade all Units to best available industry standards from time to
time consistent with its normal capital expenditure policy.

4.3 Lessee shall not alter any Unit or affix or place any accessory,
equipment or device on any Unit if such alteration or addition would impair the
originally intended function or use or reduce the value of the Unit. All
repairs, parts, accessories, equipment and devices furnished, affixed or
installed to or on any Unit, excluding temporary replacements, shall thereupon
become subject to the security interest of Lessor.

4.4 If Lessor supplies Lessee with labels, plates or other markings
stating that the Units are leased from Lessor, Lessee shall affix and keep the
same on a prominent place on the Units during the term of this Lease.

-4-
<PAGE>

4.5 Upon prior notice to Lessee, Lessor shall have the right at all
reasonable times to inspect any Unit, observe its use and inspect records
related thereto.

SECTION 5. GENERAL TAX INDEMNITY.

5.1 Lessee shall pay or reimburse Lessor for, and indemnify and hold
Lessor harmless from, all fees (including, but not limited to, license,
documentation, recording or registration fees), and all sales, use, gross
receipts, property, occupational, value-added or other taxes, levies, imposts,
duties, assessments, charges or withholdings of any nature whatsoever, together
with any penalties, fines or additions to tax, or interest thereon (all of the
foregoing being hereafter referred to as "Impositions"), arising at any time
before or during the term of this Lease, or upon any termination of this Lease
or return of the Units to Lessor, and levied or imposed on Lessor, directly or
otherwise, by any federal, state or local government or taxing authority in the
United States or by any foreign country or foreign or international taxing
authority on or with respect to (a) any Unit, (b) the exportation, importation,
registration, purchase, ownership, delivery, leasing, possession, use,
operation, storage, maintenance, repair, transportation, return, sale, transfer
of title or other disposition thereof, (c) the rents, receipts, or earnings
arising from any Unit or (d) this Lease or any payment made hereunder,
excluding, however, taxes measured by Lessor's net income imposed or levied by
the United States or any state thereof but not excluding any such net income
taxes that by the terms of the statute imposing such tax expressly relieve
Lessee or Lessor from the payment of any Impositions Lessee would otherwise have
been obligated to pay, reimburse or indemnify.

5.2 Lessee shall pay on or before the time or times prescribed by law
any Impositions (except any Impositions excluded by Section 5.1), but Lessee
shall have no obligation to pay any such Imposition while Lessee is contesting
such Imposition in good faith and by appropriate legal proceedings and the
nonpayment thereof does not, in the opinion of Lessor, adversely affect the
title, property, use, disposition or other rights of Lessor with respect to the
Units. If any Impositions (except any Imposition excluded by Section 5.1) is
charged or levied against Lessor directly and paid by Lessor, Lessee shall
reimburse Lessor on presentation of an invoice therefor.

5.3 If Lessor is not entitled to a corresponding and equal deduction
with respect to any Imposition Lessee is required to pay or reimburse under
Section 5.1 or 5.2 and the payment or reimbursement constitutes income to
Lessor, then Lessee shall also pay to Lessor the amount of any Imposition Lessor
is obligated to pay in respect of (a) such payment or reimbursement by Lessee
and (b) any payment by Lessee made pursuant to this Section 5.3.

5.4 Lessee shall prepare and file, in a manner satisfactory to Lessor,
any reports or returns required with respect to the Units. Lessee shall furnish
on Lessor's request reports or returns so filed.

SECTION 6. RISK OF LOSS WAIVER AND INDEMNITY.

6.1 If any Unit is worn out, lost, stolen, destroyed or irreparably
damaged, from any cause whatsoever, or taken or requisitioned by condemnation or
otherwise (any such occurrence being hereinafter called a "Casualty Occurrence")
before or during the term of this Lease as to such Unit, Lessee shall give
Lessor prompt notice thereof. Subject to Paragraph O of the Appendix, on the
first rent payment date after such Casualty Occurrence or, if there is no such
rent payment date, 30 days after the Casualty Occurrence, Lessee shall pay to
Lessor an amount equal to the Unit Balance (as hereinafter defined) for the Unit
plus any termination charges and interest on late payments required under the
Appendix ("Other Charges"). The Unit Balance for each Unit is the product of
(a) the Schedule Balance on the date of such Casualty Occurrence and (b) the
Allocation Fraction of such Unit.

-5-
<PAGE>

"Allocation Fraction" for any Unit shall mean, (a) with respect to
any Schedule, a fraction, the numerator of which is the Purchase Price of
such Unit and the denominator of which is the aggregate Purchase Price of
all of the Units then subject to such Schedule, including such Unit, and
(b) with respect to the Lease, a fraction, the numerator of which is the
Purchase Price of such Unit and the denominator of which is the aggregate
Purchase Price of all of the Units then subject to the Lease, including
such Unit.

"Schedule Balance" shall mean, as of any determination date, the
aggregate Purchase Price of all of the Units, MINUS all amounts of Fixed
Rent (as defined in Paragraph F of the Appendix) actually paid to the
date of determination and all Reduction Amounts actually paid to the date
of determination in each case related to Units subject to such Schedule.

"Lease Balance" shall mean the aggregate of all Schedule Balances.

"Reduction Amounts" shall mean amounts paid by Lessee to Lessor
for the purchase of any Unit pursuant to this SECTION 6.1, PROVIDED, that
Reduction Amounts shall not include any Rent, Other Charges or any costs,
expenses or taxes to be paid by Lessee in connection with any such
purchase, sale or transfer.

Upon the making of such payment by Lessee in respect of any Unit, the
rent for the Unit shall cease to accrue, the term of this Lease as to such Unit
shall terminate and Lessee shall be entitled to possession of such Unit. If
Lessor receives the Unit Balance and Other Charges for a Unit, Lessee shall be
entitled to the proceeds of any recovery in respect of the Unit, from insurance
or otherwise, and Lessor, subject to the rights of any insurer insuring the
Units as provided herein, shall execute and deliver, to Lessee, or to its
assignee or nominee, a bill of sale (without representations or warranties
except that the Unit is free and clear of all claims, liens, security interests
and other encumbrances by or in favor of any person claiming by, through or
under Lessor) for the Unit, and such other documents as may be required to
release the Unit from this Lease and to transfer title thereto to Lessee or such
assignee or nominee, in such form as may reasonably be requested by Lessee, all
at Lessee's expense. Except as provided in this Section 6.1, Lessee shall not
be released from its obligations hereunder in the event of, and shall bear the
risk of, any Casualty Occurrence to any Unit before or during the term of this
Lease with respect to the Unit.

6.2 Lessee waives and releases any claim now or hereafter existing
against Lessor, any company controlled by, controlling, or under common control
with Lessor and all of their directors, officers, employees, agents, attorneys,
successors and assigns (each, an "Indemnified Person") on account of, and shall
indemnify, reimburse and hold each Indemnified Person harmless from, any and all
claims (including, but not limited to, claims based on or relating to copyright,
trademark or patent infringement, environmental liability, negligence, strict
liability in tort, statutory liability or violation of laws), losses, damages,
obligations, penalties, liabilities, demands, suits, judgments or causes of
action, and all legal proceedings, and any reasonable costs or expenses in
connection therewith, including reasonable attorneys' fees, including reasonable
allocated time charges of internal counsel, in each case imposed on, incurred by
or asserted against the Indemnified Person in any way relating to or arising in
any manner out of (a) the registration, purchase, taking or foreclosure of a
security interest in, or the ownership, delivery, condition, lease, assignment,
storage, transportation, possession, use, operation, return, repossession, sale
or other disposition of, any Unit, before or during the term of this Lease as to
the Unit, (b) any alleged or actual defect in any Unit (whether arising from the
material or any article used therein, the design, testing, use, maintenance,
service, repair or overhaul thereof or otherwise) regardless of when such defect
is discovered or alleged, whether or not the Unit is in Lessee's possession and
no matter where it is located or (c) this Lease or any other related document,
the enforcement hereof or thereof or the consummation of the transactions
contemplated hereby or thereby.

-6-
<PAGE>

SECTION 7. INSURANCE.

Lessee, at its own cost and expense, shall keep each Unit insured against
all risks, in no event for less than the amount set forth in Section 6.1 with
respect to such Unit, and shall maintain public liability insurance against such
risks and for such amounts as Lessor may require. All such insurance shall be
in such form and with such companies as Lessor shall approve, shall specify
Lessor and Lessee as insureds and shall provide that such insurance may not be
canceled as to Lessor or altered in any way that would affect the interest of
Lessor without at least 30 days prior written notice to Lessor (10 days in the
case of nonpayment of premium). All insurance shall be primary, without right
of contribution from any other insurance carried by Lessor and shall not be
invalidated by the action or inaction of Lessee or any other person. All
insurance shall contain a "breach of warranty" provision satisfactory to Lessor,
and shall provide that all amounts payable by reason of loss or damage to the
Units shall be payable solely to Lessor.

SECTION 8. DEFAULT.

8.1 The following shall constitute events of default ("Events of
Default") hereunder:

(a) Lessee fails to make any payments to Lessor when due
hereunder;

(b) Any representation or warranty of Lessee or any Guarantor
contained herein or in any document furnished to Lessor in
connection herewith is incorrect or misleading in any
material respect when made;

(c) Lessee fails to observe or perform any other covenant,
agreement or warranty made by Lessee hereunder and such
failure continues for 10 days after written notice thereof
to Lessee;

(d) Any default occurs under any other agreement for borrowing
money or receiving credit under which Lessee or any
Guarantor may be obligated as borrower, lessee or
guarantor, if such default consists of the failure to pay
any indebtedness when due or if such default gives the
holder of the indebtedness the right to accelerate the
indebtedness;

(e) Lessee or Guarantor makes an assignment for the benefit of
creditors or files any petition or action under any
bankruptcy, reorganization, insolvency or moratorium law,
or any other law or laws for the relief of, or relating to,
debtors;

(f) Any involuntary petition is filed under any bankruptcy
statute against Lessee or Guarantor or any receiver,
trustee, custodian or similar official is appointed to take
possession of the properties of Lessee or Guarantor, unless
such petition or appointment is set aside or withdrawn or
ceases to be in effect within 60 days from the date of the
filing or appointment;

(g) Lessee or Guarantor liquidates, dissolves, or enters into
any partnership, joint venture, (other than in its ordinary
course of business) consolidation, merger, or other
combination, or sells, leases or dispose of a substantial
portion of its business or assets; or

(h) Any default occurs under the Guaranty.

-7-
<PAGE>

8.2 If any Event of Default occurs, Lessor, at its option, may:

(a) proceed by appropriate court action or actions either at
law or in equity, to enforce performance by Lessee of the
applicable covenants of this Lease or to recover damages
for the breach thereof; or

(b) by notice in writing to Lessee terminate this Lease,
whereupon Lessee shall remain liable as hereinafter
provided, and Lessor may, at its option, do any one or more
of the following: (i) declare the Lease Balance and all
Other Charges immediately due and payable and recover any
damages and expenses in addition thereto Lessor sustains by
reason of the breach of any covenant, representation or
warranty contained in this Lease other than for the payment
of rent; (ii) enforce the security interest given hereunder
pursuant to the Uniform Commercial Code or any other law;
(iii) enter upon the premises where any of the Units may be
and take possession of all or any of such Units; and (iv)
require Lessee to return the Units as provided in Section
9.

8.3 Lessor shall have any and all rights given to a secured party by
law, and may, but is not required to, sell the Units in one or more sales.
Lessor may purchase at such sale. Lessee acknowledges that sales for cash or on
credit to a wholesaler, retailer or user of the Units, or at public or private
auction, are all commercially reasonable. The proceeds of such sale shall be
applied in the following order: First, to the reasonable expenses of retaking,
holding, preparing for sale and selling, including the allocated time charges,
costs and expenses of internal counsel of or for Lessor and any other attorneys'
fees and expenses incurred by Lessor; Second, to the amounts, except those
specified below, which under the terms of this Lease are due or have accrued;
Third, to Other Charges; and Fourth, to the Lease Balance. Any surplus shall be
paid to the person or persons entitled thereto. If there is a deficiency,
Lessee will promptly pay the same to Lessor.

8.4 Lessee agrees to pay all allocated time charges, costs and
expenses of internal counsel for Lessor and any other attorneys' fees, expenses
or out-of-pocket costs incurred by Lessor in enforcing this Lease.

8.5 The remedies hereunder provided in favor of Lessor shall not be
deemed exclusive, but shall be cumulative, and shall be in addition to all other
remedies in its favor existing at law or in equity.

8.6 If Lessee fails to perform any of its agreements contained herein,
Lessor may perform such agreement, and Lessee shall pay the expenses incurred by
Lessor in connection with such performance, upon demand.

SECTION 9. RETURN OF UNITS.

If Lessor rightfully demands possession of any Unit pursuant to this
Lease or otherwise, Lessee, at its expense, shall forthwith deliver possession
of the Unit to Lessor, at the option of Lessor (a) by delivering the Unit,
appropriately protected and in the condition required by Section 4, to Lessor at
such place as may be specified by Lessor within the county in which the Unit was
originally delivered or, if the Unit has been moved to another county in
accordance with this Lease, within such other county, (b) by loading the Unit,
appropriately protected and in the condition required by Section 4, on board
such carrier as Lessor shall specify and shipping the same, freight collect, to
the destination designated by Lessor, or (c) by surrendering possession of such
Unit in the location set forth in the Schedule for such Unit and providing the
Support Rights described in Paragraph M of the Appendix.

-8-
<PAGE>

SECTION 10. ASSIGNMENT.

Lessor may at any time assign or transfer all or any of the right, title
or interest of Lessor in and to this Lease, and the rights, benefits and
advantages of Lessor hereunder, including the rights to receive payment of rent
or any other payment hereunder, Lessor's title to the Units and any and all
obligations of Lessor in connection herewith. Lessor may disclose to any
potential or actual assignee or transferee any information in the possession of
Lessor or any Affiliate relating to Lessee or this Lease. Any such assignment
or transfer shall be subject and subordinate to this Lease and the rights and
interests of Lessee hereunder. No assignment of this Lease or any right or
obligation hereunder may be made by Lessee or any assignee of Lessee without the
prior written consent of Lessor, provided that the acquisition of voting control
of Lessee by any person or persons shall not be deemed an assignment of this
Lease.

SECTION 11. OWNERSHIP, SECURITY INTEREST AND FURTHER ASSURANCES.

Unless assigned by Lessor, or applicable law otherwise provides, title to
and ownership of the Units shall remain in Lessor as security for the
obligations of Lessee hereunder until Lessee has fulfilled all of its
obligations hereunder. Lessee hereby grants to Lessor a continuing security
interest in the Units to secure the payment of all sums due hereunder. Lessee
confirms there is no pending litigation, tax claim, proceeding or dispute that
may adversely affect its financial condition or impair its ability to perform
its obligations hereunder. Lessee will, at its expense, maintain its legal
existence in good standing and do any further act and execute, acknowledge,
deliver, file, register and record any further documents Lessor may reasonably
request in order to protect Lessor's title to and security interest in the Units
and Lessor's rights and benefits under this Lease.

SECTION 12. LATE PAYMENTS.

Lessee shall pay to Lessor, on demand, interest at the rate set forth in
the Appendix on the amount of any payment not made when due hereunder from the
date due until payment is made.

SECTION 13. EFFECT OF WAIVER.

No delay or omission to exercise any right, power or remedy accruing to
Lessor upon any breach or default of Lessee hereunder shall impair any such
right, power or remedy nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein or of or in any similar breach or
default thereafter occurring, nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of Lessor of any breach or default under this Lease must
be in writing specifically set forth.

SECTION 14. SURVIVAL OF COVENANTS.

All obligations of Lessee under Sections 1, 2, 4, 5, 6, 7, 8, 9, 12 and
the Appendix shall survive the expiration or termination of this Lease to the
extent required for their full observance and performance.

SECTION 15. APPLICABLE LAW.

This Lease shall be governed by and construed under the laws of
California, to the jurisdiction of which, and of federal courts in California,
the parties hereto submit.

-9-
<PAGE>

SECTION 16. FINANCIAL INFORMATION.

Lessee shall

(a) keep its books and records in accordance with generally
accepted accounting principles and practices consistently applied and shall
deliver to Lessor its annual audited financial statements, including without
limitation Lessee's and Guarantor's SEC form 10-K within 30 days of filing, and
such other financial statements and information as Lessor may reasonably
request;

(b) as soon as available but not later than 60 days after the
end of each of the first 3 fiscal quarters of the Lessee and Guarantor the
unaudited consolidated balance sheet of Lessee and Guarantor and its and their
subsidiaries as at the end of such fiscal quarter, and the unaudited
consolidated statement of income and retained earnings and of changes in cash
flow of Lessee and Guarantor and its and their subsidiaries for such fiscal
quarter and that portion of the fiscal year ending with such quarter, certified
by a responsible officer of Lessee and Guarantor as being prepared in accordance
with generally accepted accounting principles and complete and correct and
fairly presenting the financial condition and results of operations of Lessee
and Guarantor and its and their subsidiaries;

(c) as soon as available but no later than 120 days after the
end of each of its fiscal years, a complete copy of an audit report of Lessee
and Guarantor and its and their subsidiaries which shall include at least the
consolidated balance sheet of Lessee and Guarantor and its and their
subsidiaries as of the close of such year, and the consolidated statement of
income and retained earnings and of changes in cash flows of Lessee and
Guarantor for such year, prepared in accordance with generally accepted
accounting principles and fairly presenting the Lessee's and Guarantor's
financial position and results of operations, certified by Arthur Andersen, or
other independent public accounting firm of recognized national standing
selected by Lessee and Guarantor and satisfactory to Lessor. Such certificate
shall not be qualified or limited because of restricted or limited examination
by such accountant of any material portion of Lessee's or Guarantor's records.

Credit information relating to Lessee and Guarantor may be disseminated among
Lessor and any of its affiliates and any of their respective successors and
assigns.

SECTION 17. NOTICES.

All demands, notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given when personally delivered,
when received by facsimile or when deposited in the mail, first class postage
prepaid, or delivered to a telegraph office, charges prepaid, addressed to each
party at the address set forth below the signature of such party on the
signature page, or at such other address as may hereafter be furnished in
writing by either party to the other.

SECTION 18. COUNTERPARTS.

Two counterparts of this Lease have been executed by the parties hereto.
One counterpart has been prominently marked "Lessor's Copy". One counterpart
has been prominently marked "Lessee's Copy". Only the counterpart marked
"Lessor's Copy" shall evidence a monetary obligation of Lessee.

-10-
<PAGE>

SECTION 19. TRANSACTION COSTS.

Lessee agrees to reimburse any legal expenses of Lessor (including
allocated time charges of internal counsel for Lessor and other attorneys fees)
and any out-of-pocket costs incurred in connection with the preparation and
negotiation of lease documents (whether or not a lease is ever executed by
Lessee) and any documents required in connection therewith.

SECTION 20. EFFECT AND MODIFICATION OF LEASE.

This Lease exclusively and completely states the rights of Lessor and
Lessee with respect to the leasing of the Units and supersedes all prior
agreements, oral or written, with respect thereto. No variation or modification
of this Lease shall be valid unless in writing.

The parties hereto have executed this Lease as of the day and year first
above written.

BA LEASING & CAPITAL CORPORATION THE TODD-AO CORPORATION

By By
------------------------------------ -------------------------------

Title Title
--------------------------------- ----------------------------

By By
------------------------------------ -------------------------------

Title Title
--------------------------------- ----------------------------

Address: 900 N. Seward Street
Address: 555 California Street Hollywood, CA 90038
4th Floor Fax: (213) 466-2327
San Francisco, CA 94104
Attn: Contract
Administration #15811
Fax: (415) 765-7373

-11-

<PAGE>
EXHIBIT (1)(b)

Lease No. 980290

APPENDIX TO LEASE INTENDED AS SECURITY dated
as of December 30, 1998 between BA LEASING & CAPITAL
CORPORATION and THE TODD-AO CORPORATION.

BY ITS ACCEPTANCE OF THIS LEASE, LESSEE ACKNOWLEDGES AND AGREES THAT
LESSOR HAS MADE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE TAX, ACCOUNTING
OR LEGAL CHARACTERIZATION OF THIS LEASE AND THAT LESSEE HAS OBTAINED AND RELIED
ON SUCH TAX, ACCOUNTING AND LEGAL ADVICE AS IT DEEMS APPROPRIATE.

A. UNITS.

The Units to be leased hereunder consist of personal property comprising
sound stage, video, audio and related equipment more particularly described in
Annex I to each Schedule to be executed and delivered pursuant to the Lease and
all modifications, replacements and substitutions; provided that Lessor reserves
the right to disapprove any equipment for leasing hereunder.

B. PURCHASE PRICE.

"Purchase Price" with respect to each Unit means the amount Lessor pays
for such Unit. Without the prior approval and written consent of Lessor, the
sum of the Purchase Price of all Units leased hereunder shall not exceed
$10,000,000, the Purchase Price of each Unit shall not exceed the fair market
value of such Unit as determined by appraisal and the aggregate amount of
installation, transportation and any similar costs with respect to any Unit, and
any software, licensing and similar costs, shall not exceed 20% of the total
Purchase Price for the Unit.

In no event will any Schedule contain Units with an aggregate Purchase
Price of less than $1,000,000.

There will be no more than three Schedules.

C. TERM.

The Lease Term for each Unit shall consist of an Interim Term, a Base
Term and any applicable Renewal Terms. The "Interim Term" for each Unit will
begin on, and include, its Delivery Date and continue until, and include, the
day before its "Base Date". The "Base Date" for each Unit will be (i) in the
case of Units leased on the first Delivery Date, December 30, 1998, and (ii) in
the case of Units leased after the first Delivery Date, the first day of the
next Rent Period beginning after such Unit's Delivery Date, in each case as
specified by Lessor in the relevant Schedule. The Base Term for each Unit shall
commence on its Base Date and continue (i) in the case of Units leased on the
first Delivery Date, for two years, and (ii) in the case of Units leased after
the first Delivery Date, until the expiration of the Base Term for Units leased
on the first Delivery Date. The Base Term for each Unit shall be followed
consecutively by up to five Renewal Terms. Each Renewal Term will be for a
period of one year. Lessee may elect up to five Renewal Terms for a Unit,
PROVIDED the last Renewal Term for any Unit shall terminate seven years from the
Base Date of Units leased on the first Delivery Date.

1
<PAGE>

D. UTILIZATION PERIOD.

All Delivery Dates for Units leased hereunder must occur between the date
of this Lease and March 30, 1999 (the "Utilization Period") and each Delivery
Date will be either December 30, 1998, January 29, 1999, February 26, 1999 or
March 30, 1999.

E. LOCATION.

The Units shall at all times be located in the state of California and,
on the Schedule relating to each Unit, Lessee shall give Lessor notice of the
state, county and city in which such Unit is to be principally located and a
description of the Site where such Unit will be located (as to each Unit its
"Site"). Lessee shall not change the location of any Unit without the prior
written consent of Lessor. Each Schedule will include all Units to be financed
at the location set forth on such Schedule.

F. RENT.

Lessee shall pay to Lessor the amounts of Interim Rent, Base Rent or
Renewal Rent, as applicable, determined in accordance with this Paragraph and
each Schedule. Scheduled installments of Interim Rent, Base Rent and Renewal
Rent may be adjusted pursuant to Section 6.1 of the Lease. Interim Rent, Base
Rent and Renewal Rent are determined in part, on the basis of a 360-day year and
actual days elapsed, which may result in higher Rent than if a 365-day year is
used.

1. INTERIM RENT. Lessee shall pay rent for each Unit ("Interim
Rent") for each day of its Interim Term. Interim Rent shall be computed on the
full amount of the Purchase Price of the Unit at a rate per annum equal to the
Interest Rate as it would be calculated pursuant to this Appendix except, in
determining the appropriate LIBO Rate, using a period equal to the remaining
period until March 30, 1999 instead of a three-month period as set forth in the
definition of LIBO Rate.

Interim Rent is due and payable when billed by Lessor.

2. BASE RENT. By noon, Pacific time, on each Payment Date during the
Base Term, Lessee shall pay to Lessor Base Rent under each Schedule consisting
of the amount of Fixed Rent set forth opposite the applicable Payment Date on
Annex II to each such Schedule and Variable Rent accrued on the Schedule Balance
of each such Schedule during the Rent Period ending on such Payment Date.

3. RENEWAL RENT. By noon, Pacific time, on each Payment Date during
any Renewal Term in effect, Lessee shall pay to Lessor, Renewal Rent under each
Schedule consisting of the amount of Fixed Rent set forth opposite the
applicable Payment Date on Annex II to each such Schedule and Variable Rent
accrued on the Schedule Balance of each such Schedule during the Rent Period
ending on such Payment Date.

"Base Rent" shall mean, with respect to the Lease or any Schedule
(as the context may require) all installments of Fixed Rent and Variable Rent
due and payable by Lessee on each Payment Date during the Base Term.

"Renewal Rent" shall mean, with respect to the Lease or any
Schedule (as the context may require), all payments of Fixed Rent and Variable
Rent due and payable by Lessee on each Payment Date occurring during the
applicable Renewal Term.

2
<PAGE>

"Variable Rent" shall mean, with respect to each Rent Period, an
amount equal to interest accrued on the Lease Balance (or, with respect to a
Schedule, on the Schedule Balance) outstanding during such period at the
Interest Rate.

"Fixed Rent" shall mean, for each Payment Date during a Base Term
and each Renewal Term, that portion of the installment of Rent payable on such
Payment Date set forth on Annex II to the applicable Schedule or Schedules.

"LIBO Rate" shall mean, relative to any Rent Period with respect
to the Lease Balance and each Schedule Balance: (a) the interbank offered rate
per annum at which three-month deposits in United States Dollars appear on the
Telerate Page 3750 (or any successor page), or (b) if such offered rate is not
available, then the rate per annum at which three-month deposits in the United
States dollars appear on the Reuters Screen LIBO Page (or any successor page),
or (c) if neither of the foregoing offered rates is available, the rate of
interest equal to the average (rounded upwards, if necessary, to the nearest
1/16 of 1%) of the rates per annum at which Dollar deposits in immediately
available funds are offered by Bank of America National Trust & Savings
Association's LIBOR Office in the London interbank market as at or about 11:00
a.m. London time two Business Days prior to the beginning of such Rent Period
for delivery on the first day of such Rent Period, and in an amount
approximately equal to the amount of the Lease Balance or the applicable
Schedule Balance and for a period approximately equal to such Rent Period.

"LIBOR Office" shall mean Bank of America National Trust & Savings
Association's London, England branch, or such other office of Bank of America
National Trust & Savings Association as designated from time to time by notice
from Lessor to Lessee, whether or not outside the United States, which shall be
used for purposes of establishing LIBO Rates hereunder.

"Rent Period" shall mean, for the Base Term and any Renewal Term
the period beginning on the first day of such Base Term and ending on (but
excluding) the date which numerically corresponds to such date three months
thereafter and each consecutive three-month period thereafter, with each such
period ending on the date which numerically corresponds to the date on which
such period commenced; PROVIDED, HOWEVER, that (a) if such Rent Period would
otherwise end on a day which is not a Business Day, then such Rent period shall
end on the next following Business Day, unless (solely for purposes of
determining Rent periods in connection with calculating Variable Rent on a LIBO
Rate basis) such next following Business Day is the first Business Day of a
calendar month, in which case such Rent period shall end on the Business Day
immediately preceding such numerically corresponding day, and (b) no Rent Period
may end later than the last day of the Lease Term.

"Business Day" shall mean any day on which

(a) Federal and state chartered banks in San Francisco,
California are open for commercial banking business; and

(b) solely with respect to determinations of Variable Rent and
Rent Periods, dealings in Dollars are carried on in the London interbank
market.

"Interest Rate" shall mean, with respect to any Rent Period, the rate per
annum equal to the sum of the LIBO Rate for such Rent Period plus the number of
basis points set forth below opposite Lessee's Leverage Ratio as defined in
Paragraph J at the date Lessor sets the LIBO Rate for the immediately succeeding
Rent Period:

3
<PAGE>

<TABLE>
<CAPTION>
LEVERAGE RATIO BASIS POINTS
<S> <C>
greater than 2.50 200
greater than or equal to 2.00 and less
than equal to 2.50 150
greater than or equal to 1.75 and less
than 2.00 125
greater than 1.00 and less than 1.75 100
less than 1.00 75
</TABLE>

"Payment Date" shall mean the last day of each Rent Period.

G. OTHER CHARGES.

1. LATE PAYMENT CHARGES; DEFAULT RATE. The interest rate (i) on late
payments, and (ii) on the Lease Balance and any other amounts outstanding under
the Lease for any period during which an Event of Default exists, shall, in each
case, be 2% per annum in excess of the Interest Rate computed daily on the basis
of a 360-day year and actual days elapsed, which results in more interest than
if a 365-day year is used.

2. TERMINATION CHARGES. Upon any termination or expiration of this
Lease before the scheduled expiration of the last Renewal Term as to any Unit, a
casualty occurrence or a default, in addition to all other amounts to be paid by
Lessee, Lessee shall pay Lessor an amount equal to a percentage set forth below
of the Lease Balance, Schedule Balance or Unit Balance as applicable together
with all costs incurred by Lessor for breakage:

<TABLE>
<S> <C>
Base Term 2%
First Renewal Term 1.5%
Second Renewal Term 1.0%
Third Renewal Term 0.5%
Fourth Renewal Term 0
</TABLE>

H. EARLY TERMINATION.

If no Event of Default exists, Lessee may, by notice to Lessor, terminate
this Lease with respect to all but not less than all the Units for which the
Lease expires on the same date. Such notice shall specify a date (the
"Termination Date") with respect to each such Unit, not more than 120 and not
less than 30 days after such notice is given, which shall be a Rent Payment Date
on or after the later of the fourth Payment Date with respect to such Unit. On
the Termination Date, with respect to each Unit Lessee shall pay to Lessor the
Unit Balance for the Unit computed as of such date and any Other Charges
required hereunder. Upon such payment, the obligation of Lessee to pay rent
hereunder with respect to the Unit after the Termination Date shall cease, the
term for the Unit shall end on the Termination Date, and Lessor shall execute
and deliver to Lessee or its assignee or nominee a bill of sale (without
representations or warranties except that the Unit is free and clear of all
claims, liens, security interests and other encumbrances by or in favor of any
person claiming by, through or under Lessor) for the Unit, and such other
documents as may be required to release the Unit from the terms of this Lease
and to transfer title thereto to Lessee or such assignee or nominee, in such
form as may reasonably be requested by Lessee, all at Lessee's expense.

4
<PAGE>

I. LEASE TERMINATION.

1. LESSEE'S OPTIONS. Not later than 360 days prior to the last day
of the Base Term or any Renewal Term then in effect for each Schedule, Lessee
shall by delivery of written notice to Lessor exercise one of the following
options (provided that paragraph (a) below shall not be applicable with respect
to the last Renewal Term applicable to any Unit):

(a) renew this Lease with respect to all, but not less than
all, of the Units then subject to such Schedule for an additional one
year Renewal Term (the "RENEWAL OPTION") on the terms and conditions set
forth herein; or

(b) purchase for cash for the Purchase Option Exercise Amount
all, but not less than all, of the Units then subject to such Schedule on
the last day of the Base Term or Renewal Term with respect to which such
option is exercised (the "FIXED PRICE PURCHASE OPTION"); or

(c) sell on behalf of Lessor for cash to a purchaser or
purchasers not in any way affiliated with Lessee all, but not less than
all, of the Units then subject to such Schedule on the last day of the
Base Term or of any Renewal Term then in effect with respect to which
such option is exercised (the "SALE OPTION"). Simultaneously with a sale
pursuant to the Sale Option, Lessee shall pay to Lessor, from the gross
proceeds of sale of Units subject to such Schedule, without deductions or
expense reimbursements (the "PROCEEDS"), the Schedule Balance with
respect to such Schedule as of the termination date (as determined after
any payment of Rent on such date). If the Proceeds exceed the Schedule
Balance for such Schedule together with all other amounts owed by Lessee
under the Lease but do not exceed the Lease Balance, the excess will be
retained by Lessor to secure the remaining obligations of Lessee under
the Lease. If the Proceeds exceed the Lease Balance, together with all
other amounts owed by Lessee under the Lease, Lessee will retain the
portion of the Proceeds in excess thereof. If the Proceeds are less than
the applicable Schedule Balance as of such date, Lessee will pay or will
cause to be paid to Lessor on the termination date in addition to all
other amounts owed under the Lease: (i) the Proceeds; and (ii) at
Lessor's option either: (x) the Applicable Percentage Amount with
respect to such Schedule or (y) the Recourse Deficiency Amount with
respect to such Schedule (the amount determined pursuant to this CLAUSE
(II) shall be referred to as the "SALE RECOURSE AMOUNT" as to any
Schedule); PROVIDED that in no event shall the Sale Recourse Amount
exceed the Schedule Balance with respect to any Schedule (after taking
into account all payments of Rent and Proceeds applied against such
Schedule Balance on such date), it being understood, however, that the
amount payable pursuant to this Paragraph I shall in no event be
construed to limit any other obligation of Lessee under the Lease.
Lessor shall exercise the options with respect to each Schedule in the
preceding sentence by written notice to Lessee not later than five
Business Days prior to the last day of the Lease Term for Units subject
to such Schedule. The obligation of Lessee to pay the Sale Recourse
Amount shall be a recourse obligation of Lessee and shall be payable on
the date provided for in the preceding sentence without regard to the
amount of Proceeds.

2. ELECTION OF OPTIONS. Lessee's election of the Fixed Price
Purchase Option will be irrevocable at the time made, but if Lessee fails to
make a timely election, Lessee will be deemed, in the case of the Base Term and
each Renewal Term then in effect (other than the last Renewal Term) to have
irrevocably elected the Renewal Option and, in the case of the last Renewal Term
applicable to each Unit, Lessee will be deemed to have irrevocably elected the
Fixed Price Purchase Option with respect to such Unit. In addition, the Sale
Option shall automatically be revoked if there exists an Event of Default at any
time after the Sale Option is properly elected and Lessor shall be entitled to
exercise all rights and remedies provided in the Lease. Lessee may not elect
the Sale Option if there exists on the date the

5
<PAGE>

election is made an Event of Default or a Default. Election of the Fixed Price
Purchase Option for any Schedule shall be deemed to be Lessee's election of the
Fixed Price Purchase Option for all Schedules.

3. SALE OPTION PROCEDURES. If Lessee elects the Sale Option, Lessee
shall use its best commercial efforts to obtain the highest all cash purchase
price for the Units covered by Schedules as to which such option is exercised.
All costs related to such sale and delivery, including, without limitation, the
cost of sales agents, removal of the Units, provision of the Support Rights,
delivery of documents and Units, certification and testing of the Units in any
location chosen by the buyer or prospective buyer, legal costs, costs of
notices, any advertisement or other similar costs, or other information and of
any parts, configurations, repairs or modifications desired by a buyer or
prospective buyer shall be borne entirely by Lessee, without regard to whether
such costs were incurred by Lessor, Lessee or any potentially qualified buyer,
and shall in no event be paid from any of the Proceeds. Lessor shall have no
responsibility for procuring any purchaser. If, nevertheless, Lessor undertakes
any sales efforts, Lessee shall promptly reimburse Lessor for any charges, costs
and expenses incurred in such effort, including any allocated time charges,
costs and expenses of internal counsel or other attorneys' fees. Upon a sale
pursuant to the Sale Option, the Units shall be in the condition required by the
Lease and shall be upgraded to the best available industry standards from time
to time. Lessor shall determine whether to accept the highest all cash offer
for the Units. Any purchaser or purchasers of the Units shall not in any way be
affiliated with Lessee. If for any reason Lessee fails to provide the Support
Rights pursuant to Paragraph M of this Appendix, Lessee's exercise of the Sale
Option will be revoked and Lessee will be deemed to have elected the Fixed Price
Purchase Option.

4. APPRAISALS. If Lessee exercises the Sale Option and the Proceeds
from the sale of all Units subject to the applicable Schedule are less than the
applicable Schedule Balance, Lessor, at its option, shall engage an appraiser of
nationally recognized standing, at Lessee's expense, to determine (by appraisal
methods satisfactory to Lessor) the fair market value of the Units that were
subject to the Schedule as of (a) the first day of the Renewal Term in which the
Sale Option was elected, and (b) the termination date. The appraiser's
conclusion relating to the first day of the Renewal Term shall be used in
calculating the "Recourse Deficiency Amount." In addition, if the appraisal
concludes that the fair market value of such Units as of the termination date
was in excess of the Proceeds from the sale of all Units subject to such
Schedule, Lessee shall promptly pay to Lessor, such excess, which together with
such Proceeds so paid to Lessor shall not exceed the Schedule Balance.

"Applicable Percentage". With respect to each Schedule, as of the
end of the Base Term and each Renewal Term, the percentage set forth opposite
each such date on Annex II to such Schedule.

"Applicable Percentage Amount". With respect to each Schedule,
the sum of the products obtained by multiplying the Purchase Price of the Units
covered by such Schedule by the Applicable Percentage.

"Purchase Option Exercise Amount". On the last day of the Base
Term and each Renewal Term with respect to each Schedule, the sum of (i) the
Schedule Balance and (ii) any applicable Other Charges, and (iii) all other
amounts then due and payable under the Lease related to such Schedule.

"Recourse Deficiency Amount". With respect to the exercise of the
Sale Option, (a) for each Schedule, the difference of (i) the Purchase Option
Exercise Amount at the end of any Renewal Term in which such Sale Option was
elected minus (ii) the product obtained by multiplying (i) a percentage to be
set forth on Annex II to such Schedule by (ii) the appraised value of the Units
covered by such Schedule as of the first day of the Renewal Term in which the
Sale Option was elected, and (b) for the Lease, the aggregate of all amounts
determined pursuant to the foregoing clause (a) for all Schedules then in
effect.

6
<PAGE>

J. FINANCIAL COVENANTS.

I. Affirmative Covenants

Lessee covenants and agrees that until the full and final payment of all
amounts owed under the Lease, it will, and will cause each of its Subsidiaries
to, unless Lessor waives compliance in writing:

1. Financial and Other Information. Deliver to Lessor:

(a) As soon as available but no later than 60 days after the end of
each of the first three fiscal quarters of Lessee the unaudited consolidated
balance sheet of Lessee and its Subsidiaries as at the end of such fiscal
quarter, and the unaudited consolidated statement of income and retained
earnings and of changes in cash flow of Lessee and its Subsidiaries for such
fiscal quarter and that portion of the fiscal year ending with such quarter,
certified by a Responsible Officer of Lessee as being prepared in accordance
with Generally Accepted Accounting Principles and complete and correct and
fairly presenting the financial condition and results of operations of Lessee
and its Subsidiaries;

(b) as soon as available but no later than 120 days after the end of
each of its fiscal years, a complete copy of an audit report of Lessee and its
Subsidiaries which shall include at least the consolidated balance sheet of
Lessee and its Subsidiaries as of the close of such year, and the consolidated
statement of income and retained earnings and of changes in cash flows of Lessee
for such year, prepared in accordance with Generally Accepted Accounting
Principles and fairly presenting Lessee's financial position and results of
operations, certified by Arthur Andersen, or other independent public accounting
firm of recognized national standing selected by Lessee and satisfactory to
Lessor. Such certificate shall not be qualified or limited because of
restricted or limited examination by such accountant of any material portion of
Lessee's records;

2. Certificates, Notices and Other Information. Deliver to Lessor in
form and detail satisfactory to Lessor:

(a) Concurrently with the financial statements required pursuant to
subsections I.1.(a) and I.1.(b), a Compliance Certificate signed by a
Responsible Officer; and

(b) such other statements, lists of property and accounts, budgets,
forecasts or reports as Lessor may reasonably request.

3. Prompt Notice. Immediately give written notice to Lessor of:

(a) all litigation affecting Lessee or any of its Subsidiaries as a
defendant and where the amount claimed in a single litigation action is in
excess of $500,000 or when the aggregate amount claimed in all litigation
actions is in excess of $1,000,000;

(b) any substantial dispute which may exist between Lessee and any
Governmental Authority;

(d) any Event of Default or Default; and

7
<PAGE>

(e) any other matter which has resulted or might result in a material
adverse change in Lessee's financial condition or operations or impairment in
Lessee's or a Guarantor's ability to perform its obligations hereunder, under
any Guaranty or under the Credit Agreement or under any other document related
to the Lease, Credit Agreement or any Guaranty to which Lessee or any Guarantor
is a party.

4. Maintain Existence. Except as permitted by subsection II.3,
maintain and preserve its existence and all rights, privileges and franchises
now enjoyed, and keep all its properties in good working order and condition.

5. Payment of Obligations. Pay all obligations, including tax
claims, when due, except such as may be contested in good faith by appropriate
proceedings and Lessee has established reserves on its books which are
reasonable and adequate.

6. Compliance With Legal Requirements. At all times comply with all
laws, rules, regulations, orders and directions of any Governmental Authority
having jurisdiction over it or its business.

7. Insurance. Maintain and keep in force on all of its property such
insurance as is normal for the industry in which Lessee conducts its business
and is satisfactory to Lessor as to amount, nature and carrier covering fire
damage (including use and occupancy), public liability, product liability,
property damage and workers' compensation, and deliver to Lessor upon request a
schedule certified to be correct by a Responsible Officer of Lessee setting
forth all insurance in force as of the date of such schedule.

8. Books and Records. Maintain adequate books, accounts and records
in accordance with Generally Accepted Accounting Principles, and permit
employees or agents of Lessor at any reasonable time and as often as may
reasonably be desired to inspect its properties, and to examine or audit its
books, accounts and records and make copies and memoranda thereof and to discuss
the business, operations, properties and financial and other conditions of
Lessee and its Subsidiaries with officers of Lessee.

9. Future Significant Subsidiaries; Pledges of Stock. Cause any of
present or future Significant Subsidiaries (other than Non-Recourse Joint
Ventures) (as soon as any such future Significant Subsidiary becomes a
Significant Subsidiary of Lessee) that is not a Guarantor to (a) execute and
deliver to Lessor a continuing guaranty in form and substance satisfactory to
Lessor, together with documentation of the type set forth in Sections 4.1(d),
4.3(g) and 4.3(h) of the Credit Agreement as to such Significant Subsidiary, or
(b) if pre-existing Indebtedness of any new Significant Subsidiary prohibits
such a guaranty, or such a guaranty given by a foreign Significant Subsidiary
would be taxable, Lessee will instead pledge to Lessor, subject to Paragraph Q,
all its equity interests in such new Significant Subsidiary (or as much as it
can without such pledge being taxable) pursuant to a security agreement in form
and substance is acceptable to Lessor. Lessee shall notify Lessor of the
creation or acquisition of any new Significant Subsidiary.

10. Use of Proceeds. Use the proceeds of the sale of the Units to
Lessor for general working capital and general corporate purposes and
acquisitions.

11. Consents to Removal. Deliver to Lessor within 30 days of the
delivery of any Unit any Consents to Removal of such Unit, in the form of
EXHIBIT C to the Lease, not delivered to Lessor pursuant to Section 1.2(f) of
the Lease as a result of a waiver of the strict application of Section 1.2(f) of
the Lease subject to the terms hereof.

8
<PAGE>

II. Negative Covenants

Lessee covenants and agrees that until full and final payment of all
amounts owed under the Lease, without the prior written consent of Lessor, it
will not, and will not permit any Subsidiary to:

1. Limitation On Indebtedness. Incur or suffer to exist any
indebtedness for borrowed money, or become liable as a surety, guarantor,
accommodation endorser, or otherwise for or upon the obligation of any other
person, firm or corporation; except for:

(a) the acquisition of goods, supplies or merchandise on normal trade
credit;

(b) Indebtedness incurred on or before the Closing Date of the Credit
Agreement listed on Schedule 7.1 to the Credit Agreement and any extension,
renewal, refunding and refinancing thereof; provided that after giving effect to
such extension, renewal, refunding or refinancing the principal amount thereof
is not increased;

(c) Indebtedness of Non-Recourse Joint Ventures not exceeding,
together with Investments permitted under subsection II.5(b), $50,000,000 in the
aggregate at any time outstanding;

(d) Indebtedness consisting of Capital Leases and related to Synthetic
Leases not exceeding $25,000,000 in the aggregate outstanding at any time;

(e) intercompany obligations of Lessee or any Guarantor otherwise
permitted hereunder;

(f) the Convertible Subordinated Notes; and

(g) other Indebtedness, including purchase-money financing, not
exceeding $10,000,000 in the aggregate outstanding at any time.

2. Limitation On Liens. Create, assume or suffer to exist any Lien
on or of any of its property, real or personal, whether now owned or hereafter
acquired, except for:

(a) Liens for current taxes, assessments or other governmental charges
which are not delinquent or remain payable without any penalty or the validity
of which is contested in good faith by appropriate proceedings upon stay of
execution of the enforcement thereof;

(b) Liens securing Indebtedness permitted by subsection II.1(c);
provided such Liens are on and limited to the assets of the joint venture
incurring such Indebtedness;

(c) Liens securing Indebtedness permitted by subsection II.1(g);
provided such Liens are on and limited to the capital assets acquired,
constructed or financed with the proceeds of such Indebtedness;

(d) Liens in connection with Capital Leases permitted by subsection
II.1(d); provided such Liens are on and limited to the assets of the subject of
such Capital Leases; and

(e) Liens in connection with equipment leases not exceeding $250,000
in the aggregate at any time which were assumed in connection with the Hollywood
Digital Acquisition, and any extension, renewal, refunding and refinancing
thereof; provided that after giving effect to such extension, renewal, refunding
or refinancing the principal amount thereof is not increased.

9
<PAGE>

3. Liquidation, Merger, etc. Liquidate or dissolve, or enter into
any consolidation, merger, partnership, joint venture or other combination, or
sell, lease or dispose of its business or assets as a whole or such as in the
opinion of Lessor constitute a substantial portion thereof except:

(a) mergers and consolidations of a Subsidiary of Lessee into Lessee
or a Subsidiary (with Lessee or its Subsidiary as the surviving entity) or of
Lessee or Subsidiaries of Lessee with each other, provided that Lessee and each
of such Subsidiaries have executed such Documents as Lessor may reasonably
determine are appropriate as a result of such merger; and

(b) a merger or consolidation of Lessee or any Subsidiary with any
other Person, provided that (i) either (A) Lessee or its Subsidiary is the
surviving entity, or (B) the surviving entity is a corporation organized under
the laws of a State of the United States of America or the District of Columbia
and, as of the date of such merger or consolidation, expressly assumes, by an
appropriate instrument, the Obligations of Lessee or its Subsidiary, as the case
may be, and (ii) giving effect thereto on a pro-forma basis, no Default or Event
of Default exists or would result therefrom.

4. Disposition of Assets. Dispose, nor permit any of its
Subsidiaries to dispose, other than pursuant to the Lease, of any of its assets
or enter into any sale and leaseback agreement covering any of its fixed or
capital assets; except that Lessee and its Subsidiaries may dispose of assets no
longer used or useful in the business of Lessee or such Subsidiary, if the net
book value of such asset is not in excess of $2,000,000.

5. Limitation on Investments. Make any Investments, except:

(a) Investments in cash, cash equivalents and marketable securities
(as defined in accordance with Generally Accepted Accounting Principles);
provided that the aggregate value of all marketable securities not rated at
least investment grade by a rating agency of national standing shall not at any
time exceed one-third of the total value of all such cash, cash equivalents and
marketable securities;

(b) Investments in foreign joint ventures located in the United
Kingdom, Spain, France or Germany engaged in businesses providing post
production services for film, television, transmission and related media,
provided, that Lessee's and its Subsidiaries' share of such investments,
together with Indebtedness permitted under subsection II.1(c), shall not exceed
$50,000,000 in the aggregate at any time outstanding valued at cost;

(d) Investments in or loans to Guarantors that are 100% owned directly
or indirectly by Lessee;

(e) loans to officers of Lessee not exceeding $150,000 in the
aggregate outstanding at any time; and

(f) repurchases of Lessee's capital stock in an aggregate amount not
exceeding $8,000,000 during the period from September 1, 1998 through and
including August 31, 1999;

provided that in all cases (i) no Default or Event of Default has occurred under
the Lease or will occur after giving effect to any such acquisition, (ii) any
rights to repayment of any loans are pledged to Lessor on terms and conditions
satisfactory to Lessor pursuant to Paragraph Q, and (iii) Lessee shall not
cause,

10
<PAGE>

permit or suffer any restrictions on dividends, distributions or other
upstreaming of money to Lessee by any Subsidiary now owned or hereafter acquired
by Lessee.

6. Limitation on Acquisitions. Make any Acquisition unless (a) prior
to completing such Acquisition, Lessee delivers to Lessor a Compliance
Certificate demonstrating that, after giving effect to such Acquisition, Lessee
would be in compliance with subsections II.10, II.11 and II.12 on a pro forma
basis and (b) no Default or Event of Default has occurring or is continuing or
would result from such Acquisition.

7. Contracts. Enter into, or permit any of its Subsidiaries to enter
into, any contracts, leases, indentures, or other agreements except in the
ordinary course of its business as presently conducted, except for Acquisitions
and Investments permitted by subsection II.5(c), or amend or modify the terms of
any Convertible Subordinated Note.

8. Business Activities. Engage in, or permit any of its Subsidiaries
to engage in, any business activities or operations substantially different from
or unrelated to businesses providing post production and transmission services
for film, television and related media, except for Investments permitted by
subsection II.5(c).

9. Compliance with ERISA. (a) Terminate, within the meaning of Title
IV of ERISA, any Plan so as to result in any material liability to the PBGC, (b)
engage in any "prohibited transaction" (as defined in Section 4975 of the
Internal Revenue Code of 1986, as amended) involving any Plan that would result
in material liability for an excise tax or civil penalty in connection
therewith, (c) incur or suffer to exist any material "accumulated funding
deficiency" (as defined in Section 302 of ERISA), whether or not waived,
involving any Plan, or (d) allow or suffer to exist any event or condition,
which could have a material adverse effect on Lessee and its Subsidiaries, taken
as a whole, or could impair Lessee's or a Guarantor's ability to perform its
obligations under the Lease or any other related Document to which Lessee or any
Guarantor is a party.

10. Minimum Net Worth. Permit Net Worth at any time to be less than
the sum of (a) $54,000,000 plus (b) 50% of Lessee's consolidated net income for
each fiscal quarter (without deduction for any net loss) commencing with the
Fiscal Quarter ending subsequent to May 31, 1998, plus (c) 100% of the net
proceeds received by Lessee or any of its Subsidiaries from the issuance of
equity by Lessee or any Subsidiary. This covenant shall be calculated excluding
the effect on shareholders' equity of repurchases of Lessee's capital stock in
an aggregate amount not exceeding $8,000,000 during the period from September 1,
1998 through and including August 31, 1999.

11. Fixed Charge Coverage Ratio. Permit at any time the Fixed Charge
Coverage Ratio to be less than 1.25 to 1.00.

12. Leverage Ratio. Permit at any time the Leverage Ratio to exceed
(a) until February 28, 2000, 3.50 to 1.00 and (b) thereafter 3.00 to 1.00.

13. No Restrictions on Upstreaming Cash from Significant
Subsidiaries. Permit any restrictions on any Significant Subsidiary directly or
indirectly upstreaming cash to Lessee.

14. Payments after Default. After a Default or Event of Default has
occurred, make or permit any Subsidiary to make any payment of principal or
interest (other than a payment of interest pursuant to a conversion thereunder)
on any Convertible Subordinated Note.

11
<PAGE>

III. Definitions And Accounting Terms

1. TERMS. The following terms used in this Appendix and in any related
documents shall have the following meanings unless the context otherwise
requires.

"Acquisition" means any transaction or series of related transactions for
the purpose of or resulting, directly or indirectly, in (a) the acquisition of
all or substantially all of the assets of a Person or any business or division
of a Person, (b) the acquisition of in excess of 50% of the capital stock,
partnership interests, membership interests or equity of any Person, or
otherwise causing any Person to become a Subsidiary, or (c) a merger or
consolidation or any other combination with another Person (other than a Person
that is a Subsidiary) provided that Lessee or one of its Subsidiaries is the
surviving entity.

"Affiliate" means, as to any Person, any other Person which directly or
indirectly controls, or is under common control with, or is controlled by, such
Person. As used in this definition, "control" (and the correlative terms,
"controlled by" and "under common control with") shall mean possession, directly
or indirectly, of power to direct or cause the direction of management or
policies (whether through ownership of securities or partnership or other
ownership interests, by contract or otherwise); provided that, in any event, any
Person that owns, directly or indirectly, 10% or more of the securities having
ordinary voting power for the election of directors or other governing body of a
corporation that has more than 100 record holders of such securities, or 10% or
more of the partnership or other ownership interests of any other Person that
has more than 100 record holders of such interests, will be deemed to control
such corporation, partnership or other Person.

"Capital Lease Obligations" means all monetary obligations of a Person
under any leasing or similar arrangement which, in accordance with Generally
Accepted Accounting Principles, is classified as a capital lease.

"Code" means the Internal Revenue Code of 1986, as amended, as time to
time in effect.

"Compliance Certificate" means a certificate in the form of Exhibit B to
the Credit Agreement with appropriate changes for Lessor and the Lease, properly
completed and signed by a Responsible Officer.

"Convertible Subordinated Notes" means convertible subordinated notes
issued by Lessee in connection with the Hollywood Digital Acquisition and any
extension, renewal, refunding and refinancing thereof in form and substance
satisfactory to the Lessor; PROVIDED that after giving effect to such extension,
renewal, refunding or refinancing the principal amount thereof is not increased.

"Commonly Controlled Entity" means an entity, whether or not
incorporated, which is under common control with Lessee within the meaning of
Section 414(c) of the Code.

"Credit Agreement" means that certain First Amended and Restated Credit
Agreement dated as of October 20, 1997 among The Todd-AO Corporation, Bank of
America National Trust and Savings Association, and the lenders set forth
therein as it may be amended from time to time.

"Distribution" means, with respect to any shares of capital stock or any
warrant or option to purchase an equity security or other equity security issued
by a Person, (a) the retirement, redemption, purchase, or other acquisition for
cash or for property by such Person of any such security, (b) the declaration or
(without duplication) payment by such Person of any dividend in cash or in
property on or with respect to any such security, (c) any Investment by such
Person in the holder of 5% or more of any

12
<PAGE>

such security if a purpose of such Investment is to avoid characterization of
the transaction as a Distribution and (d) any other payment in cash or property
by such Person constituting a distribution under applicable laws with respect to
such security.

"EBITDA" means, as of any date of determination, or Lessee and its
Significant Subsidiaries on a consolidated basis, determined in accordance with
Generally Accepted Accounting Principles, an amount equal to the sum of, without
duplication, for the preceding four-quarter period ending on the date of
determination (a) such Person's net income (or net loss), (b) less the net
income attributable to joint ventures and Subsidiaries less than 100% owned,
plus, without duplication, (c) cash actually received by Lessee or its
Significant Subsidiaries from joint ventures and Subsidiaries less than 100%
owned which is not a return on capital or results from an extraordinary gain
plus (d) all depreciation expense, lease expense (excluding operating leases but
including Capital Lease and Synthetic Lease expense), interest expense, and
amortization expense of intangibles of any kind to the extent included in the
determination of such net income (or loss), plus (e) provisions for income taxes
as set forth in Lessee's consolidated income statement, plus (f) noncash
compensation in the form of stock award grants; provided, however, that net
income (or loss) shall be computed for these purposes without giving effect to
extraordinary losses or extraordinary gains. The EBITDA of any Significant
Subsidiary acquired by Lessee during the prior four fiscal quarters may be
included.

"Employee Benefit Plan" means "employee benefit plan" as that term is
defined in Section 3(3) of ERISA.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time in effect.

"Fixed Charge Coverage Ratio means, for Lessee and its Subsidiaries on a
consolidated basis, determined in accordance with Generally Accepted Accounting
Principles, the ratio of (a) Free Available Cash Flow for the four immediately
preceding fiscal quarters to (b) Interest Expense for the four immediately
preceding fiscal quarters plus the current portion of Funded Indebtedness
(including without limitation the current portion of Capital Leases and
Synthetic Leases) excluding the Convertible Subordinated Notes plus all pro
forma Distributions for the immediately following four fiscal quarters. For
purposes of determining the Fixed Charge Coverage Ratio, repurchases of Lessee's
capital stock in an aggregate amount not exceeding $8,000,000 during the period
from September 1, 1998 through and including August 31, 1999 shall be excluded
from the calculation of "Distributions."

"Free Available Cash Flow" means, as of any date of determination, for
Lessee and its Significant Subsidiaries on a consolidated basis, determined in
accordance with Generally Accepted Accounting Principles, the sum of, without
duplication, for the preceding four quarter period ending on the date of
determination (a) EBITDA, less (b) cash income taxes payable and less (c)
maintenance capital expenditures (which shall exclude capital expenditures
relating to any Property made within 12 months of the acquisition of such
Property or the Person owning such Property). The Free Available Cash Flow of
any Significant Subsidiary acquired by Lessee during the prior four fiscal
quarters may be included.

"Funded Indebtedness" means, for any period, for Lessee and its
Subsidiaries on a consolidated basis, determined in accordance with Generally
Accepted Accounting Principles, an amount equal to the sum of, without
duplication:

(a) all Indebtedness for borrowed money (excluding
Indebtedness of Non-Recourse Joint Ventures) plus

13
<PAGE>

(b) the principal portion of all Capital Leases and
Synthetic Leases plus

(c) indebtedness arising under acceptance facilities and
the face amount of all letters of credit issued for the account of such
Person and, without duplication, all drafts drawn thereunder plus

(d) all Guaranty Obligations less

(e) amounts held as cash, cash equivalents and marketable
securities determined in accordance in Generally Accepted Accounting Principles
less $3,500,000.

"Generally Accepted Accounting Principles" means generally accepted
accounting principles as in effect from time to time, including, without
limitation, applicable statements, bulletins and interpretations issued by the
Financial Accounting Standards Board and bulletins, opinions, interpretations
and statements issued by the American Institute of Certified Public Accountants
or its committees.

"Governmental Authority" means (a) any international, foreign, federal,
state, county or municipal government, or political subdivision thereof, (b) any
governmental or quasi-governmental agency, central bank or comparable authority,
authority, board, bureau, commission, department, instrumentality or public
body, or (c) any court or administrative tribunal of competent jurisdiction.

"Guarantors" means each Subsidiary of Lessee (individually a "Guarantor")
that is a guarantor under the Guaranty or becomes a guarantor thereunder
pursuant to subsection I.8.

"Guaranty" means the Subsidiary Continuing Guaranty substantially in the
form of Exhibit E to the Lease, either as originally executed or as the same may
from time to time be supplemented, modified, amended, renewed, extended or
supplanted.

"Guaranty Obligation" means, as to any Person, any (a) guarantee by that
Person of Indebtedness of, or other obligation performable by, any other Person
or (b) assurance, agreement, letter of responsibility, letter of awareness,
undertaking or arrangement given by that Person to an obligee of any other
Person with respect to the performance of an obligation by, or the financial
condition of, such other Person, whether direct, indirect or contingent,
including any purchase or repurchase agreement covering such obligation or any
collateral security therefor, any agreement to provide funds (by means of loans,
capital contributions or otherwise) to such other Person, any agreement to
support the solvency or level of any balance sheet item of such other Person or
any "keep-well" or other arrangement of whatever nature given for the purpose of
assuring or holding harmless such obligee against loss with respect to any
obligation of such other Person; provided, however, that the term Guaranty
Obligation shall not include endorsements of instruments for deposit or
collection in the ordinary course of business. The amount of any Guaranty
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, covered by such
Guaranty Obligation or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by the Person in good
faith.

"Hollywood Digital Acquisition" means the acquisition of certain assets
and the assumption of certain liabilities of Hollywood Digital Limited
Partnership, a Delaware limited partnership, by Todd-AO HD, Inc., a California
corporation.

"Indebtedness" means, as to any Person, at a particular time, all items
which would, in conformity with Generally Accepted Accounting Principles, be
classified as liabilities on a balance sheet

14
<PAGE>

of such Person as at such time (excluding deferred compensation, deferred taxes,
trade accounts, programming liabilities and other accounts payable incurred in
the ordinary course of business in accordance with past practice), but in any
event including, without duplication, (a) indebtedness arising under acceptance
facilities and the face amount of all letters of credit issued for the account
of such Person and, without duplication, all drafts drawn thereunder, (b) all
liabilities secured by any Lien on any property owned by such Person even though
it has not assumed or otherwise become liable for the payment thereof, (c) any
withdrawal liability incurred under ERISA by such Person (or, if such Person is
Lessee, a Commonly Controlled Entity) to a Multiemployer Plan, (d) all
obligations of such Person as lessee under leases which have been or should be,
in accordance with Generally Accepted Accounting Principles, recorded as Capital
Lease Obligations, (e) indebtedness relating to Synthetic Leases; and (f) all
Guaranty Obligations of such Person in respect of any of the foregoing.

"Interest Expense" means interest expense as determined in accordance
with Generally Accepted Accounting Principles.

"Investment" means, when used in connection with any Person, any
investment by or of that Person, resulting in less than 100% of the ownership of
such Person, whether by means of purchase or other acquisition of stock or other
securities of any other Person or by means of a loan, advance creating a debt,
capital contribution, guaranty or other debt or equity participation or interest
in any other Person, including any partnership and joint venture interests of
such Person. The amount of any Investment shall be the amount actually
invested, without adjustment for subsequent increases or decreases in the value
of such Investment. "Investments" shall not include Acquisitions.

"Leverage Ratio" means the ratio of Funded Indebtedness to EBITDA;
PROVIDED, HOWEVER, that for purposes of determining compliance with subsection
II.6 in connection with any Acquisition, not more than 80% of the EBITDA of (a)
any Person being so acquired (PROVIDED such EBITDA may be included only if such
Person will be a Significant Subsidiary immediately following such Acquisition)
and (b) any Significant Subsidiary acquired by Lessee less than two fiscal
quarters prior to the date of such Acquisition, may be included for purposes of
calculating the Leverage Ratio.

"Lien" means any mortgage, pledge, lien, security interest, conditional
sale or other title retention agreement or other similar encumbrance.

"Multiemployer Plan" means a Plan which is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

"Net Worth" means net worth as determined in accordance with Generally
Accepted Accounting Principles.

"Non-Recourse Joint Venture" means a joint venture which is less than
100% owned by Lessee or any Subsidiary having only Indebtedness which is non
recourse to Lessee and its Subsidiaries, other than such joint venture. For
purposes of this definition, Indebtedness shall be deemed non recourse only if
the creditor thereon has no direct or indirect recourse to Lessee, any of its
Subsidiaries (other than such joint venture) or their respective assets (other
than by reasons of a Guaranty Obligation entered into in connection therewith
and otherwise permitted by Section II.1(g)), whether by means of a judicial
foreclosure or otherwise, except for customary exceptions for fraud,
misrepresentation, misappropriation of funds, waste, criminal liability and
environmental liability.

"PBGC" means the Pension Benefit Guaranty Corporation created by Section
4002(a) of ERISA, or any Governmental Authority succeeding to the functions
thereof.

15
<PAGE>

"Person" means an individual, a partnership, a corporation (including a
business trust), a joint stock company, a trust, an unincorporated association,
a joint venture or any other entity of any type whatsoever, or any government or
any agency or political subdivision thereof.

"Plan" means (a) with respect to Lessee, any plan described in Section
4021(a) of ERISA and not excluded pursuant to Section 4021(b) thereof, under
which Lessee or any Commonly Controlled Entity has contributed, and (b) with
respect to any other Person, any employee benefit plan or other plan established
or maintained by such Person for the benefit of such Person's employees and to
which Title IV of ERISA applies.

"Property" means all types of real, personal, tangible, intangible or
mixed property.

"Responsible Officer" means the President, Chief Financial Officer or
Controller of Lessee.

"Significant Subsidiary" means any Subsidiary of Lessee (a) having at any
time now or hereafter a net book value in accordance with Generally Accepted
Accounting Principles or, if greater, fair market value (as reasonably
determined by Lessee) exceeding 5% of the consolidated assets of Lessee and its
Subsidiaries or (b) that Lessee wishes to include in calculating the covenants
in subsections II.11 and II.12.

"Subsidiary" means any Person (whether now existing or hereafter
organized or acquired) of which Lessee owns, directly or indirectly, more than
fifty (50%) of the securities or other equity interests or which Lessee
otherwise controls (collectively "Subsidiaries").

"Synthetic Lease" means, with respect to any Person, (a) a so-called
synthetic lease, or (b) an agreement for the use or possession of property
creating obligations which do not appear on the balance sheet of such Person but
which, upon the insolvency or bankruptcy of such Person, may be characterized as
the Indebtedness of such Person (without regard to accounting treatment).

2. Accounting Terms. All accounting terms not specifically defined
herein shall be construed in accordance with Generally Accepted Accounting
Principles. When used herein, the term "financial statements" shall include the
notes and schedules thereto, but need not include such notes or schedules when
used in reference to such statements of any Person as of any date other than the
end of a fiscal year of such Person.

3. Rounding. Any financial ratios required to be maintained by
Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed in this
Agreement and rounding the result up or down to the nearest number (with a
round-up if there is no nearest number) to the number of places by which such
ratio is expressed in this Agreement.

4. Miscellaneous Terms. The term "or" is disjunctive; the term "and"
is conjunctive. The term "shall" is mandatory; the term "may" is permissive.
The term "including" is by way of example and not limitation.

K. NEGATIVE PLEDGE.

During the Lease Term Lessee shall not create, assume or suffer to exist
any security interest, encumbrance or lien (including the lien of an attachment,
judgment or execution), securing a charge or obligation, on or of any of its
current assets, as such term is defined under Generally Accepted Accounting
Principles, whether now owned or hereafter acquired.

16
<PAGE>

L. EXCESSIVE USE INDEMNITY.

In the event that at the end of the Lease Term as to any Schedule: (a)
Lessee elects the Sale Option; and (b) after paying to Lessor any amounts due
under Paragraph 1 of the Appendix of the Lease, Proceeds and the Sale Recourse
Amount, Lessor does not have sufficient funds to reduce the applicable Schedule
Balance to zero, then Lessee shall promptly pay over to Lessor the shortfall
unless Lessee delivers a report from the Appraiser in form and substance
satisfactory to the Lessor which establishes that the decline in value in each
Unit which was sold pursuant to the Sale Option from that amount anticipated for
such date in the Appraiser's report delivered with respect to such Unit on the
applicable Delivery Date was not due to extraordinary use, failure to maintain
or replace, failure to use, workmanship or method of installation or removal or
any other cause or condition within the power of Lessee to control or effect
(each an "EXCESSIVE USE").

M. SUPPORT RIGHTS.

Lessee shall promptly upon the request of Lessor at any time after (a) a
material adverse change in the business, financial condition or prospects of
Lessee, (b) a Default or Event of Default, or (c) the exercise by Lessee of the
Sale Option with respect to any Units, but no later than the expiration or
termination of the Lease (i) enter into an easement or similar agreement on
terms and conditions acceptable to Lessor and any purchaser providing for the
benefit of Lessor and any purchaser of a Unit, for the use of such Unit at the
applicable Site and for the use of any Ancillary Facilities, (ii) provide
indemnity or hold harmless agreements (including an environmental indemnity) in
form satisfactory to Lessor and any purchaser agreeing to indemnify and hold
harmless Lessor and any purchaser from any imposition, claim or damage arising
from or in connection with the Units, any Ancillary Facilities, the Site or the
operation by Lessee, Lessor or any purchaser of the Units, any Ancillary
Facilities or the Site other than impositions, claims or damages arising as a
result of the willful misconduct of such person, (iii) to the extent assignable,
assign or grant to Lessor or purchasers of the Units any and all supply, sales,
utility, service or similar contracts, licenses, agreements or rights which
Lessee may have entered into or have for the supply of material or services to,
or for the operation of the Units, any Ancillary Facilities or the Site or for
the sale or transportation of products stored, processed or handled by the
Units, any Ancillary Facilities or the Site, (iv) grant or assign or cause to be
granted or assigned to Lessor or any purchaser of the Units all other rights
necessary or convenient in the judgment of Lessor or any purchaser to operate
the Units at the Site and any Ancillary Facilities; and (v) take all actions
requested by Lessor or any purchaser to permit operation of the Units, the Site
and any Ancillary Facilities, in-place or otherwise, by Lessor or any purchaser
for the remaining useful ife of the Units including the provision of services
requested by Lessor or any purchaser at Lessee's cost.

If Lessor requests the Lessee actions described in this Paragraph M,
Lessee shall throughout the economic useful life of the Units: (i) provide all
required governmental and other approvals for the continued operation of the
Units, the Site and any Ancillary Facilities, (ii) to the extent permitted by
law, provide access at Lessee's cost to all Ancillary Facilities including any
waste treatment systems used by Lessee for the benefit of Lessor or any
purchaser of the Units, and warrant that any and all waste or other products of
or from the operation of the Units, any Ancillary Facilities and the Site will
comply with all applicable regulations and requirements of the Units, the
Ancillary Facilities and the Site are used in the service in which they were
used at the time of delivery to Lessor or such purchaser, (iii) provide use of
Lessee's facilities, if any, at the Site to Lessor or purchasers of the Units or
their agents, on a nondiscriminatory basis so as to permit unimpeded access to
such facilities, (iv) maintain in Lessee's inventory at all times a sufficient
number of replacement parts to ensure the continued and uninterrupted operation
of the Units and any Ancillary Facilities and provide such parts to Lessor or
purchasers of the Units at direct cost without profit to Lessee, (v) provide
operational daily maintenance and preventative major maintenance for the Units,
the Site and any Ancillary Facilities to the Lessor or purchasers of the

17
<PAGE>

Units at Lessee's cost (vi) provide quality control procedures to the Lessor or
purchasers of the Units to ensure that all product in process, all final product
and all incoming raw materials meet such standards as lessor or purchasers may
require at Lessee's cost, (vii) maintain the Units, the Site and any Ancillary
Facilities in the condition specified in the Lease, (viii) at the request of and
as directed by Lessor or any purchaser operate the Units, and Ancillary
Facilities and the Site at Lessee's sole cost, and (ix) certify annually in a
form acceptable to Lessor or any purchaser, and with such supporting evidence
and documentation acceptable to Lessor and any purchaser, that the Units, any
Ancillary Facilities and the Site are in compliance with all appropriate
federal, state and local environmental and workplace regulations and standards.

All of the rights and benefits of Lessor and any purchaser described in
this Paragraph M are referred to herein as the "Support Rights".

The "Site" with respect to any Unit will be the location described for
such Unit on Annex III to the Schedule for such Unit.

"Ancillary Facilities" includes all property, including intellectual
property, owned or leased by or available to Lessee and in any way used in
connection with or related to the Units or any Site.

N. SUBSTITUTION OF UNITS.

1. Except (i) during any period when there exists an Event of Default
or Default and (ii) at any time after Lessee elects any Sale Option, Lessee may
substitute a unit of equipment of similar age, quality and manufacture, and of
equal or greater utility and value (including residual value at expirations),
for any Unit. For this purpose, the value of any Unit and any proposed
substitute unit shall be mutually agreed by Lessor and Lessee. If Lessor and
Lessee are not able to agree upon such values, an independent appraiser mutually
acceptable to Lessor and Lessee shall be selected to determine such values, at
Lessee's expense.

2. Lessor shall release Units from this Lease pursuant to this
Paragraph upon the following conditions:

(a) Lessor shall deliver to Lessee a quitclaim bill of sale
(without representations or warranties except that the Unit is free and
clear of all claims, liens, security interests and other encumbrances by
or in favor of any person claiming by, through or under Lessor) for such
Units, and such other documents as may be required to release such Units
from the terms of this Lease, in such form as may reasonably be requested
by Lessee, all at Lessee's expense;

(b) Lessee shall provide evidence that Lessor has a prior
perfected first priority lien and security interest in a qualified
substitute unit, including appropriate UCC financing statement filings;

(c) Lessee shall deliver such other documents, instruments,
showings and opinions as reasonably may be requested by Lessor.

Upon satisfaction of CLAUSES (a) through (c) of this Section, (i) each such
substitute unit shall be a "Unit" for all purposes of the Lease, and (ii) the
Schedule, Lease Term, Rent, Payment Dates, and termination options applicable to
each such substitute Unit shall be the same as those applicable to the Unit for
which it was substituted.

18
<PAGE>

O. DIRECT PAYMENT TO PARTICIPANTS.

If Lessor notifies Lessee that it has participated a portion of its
interest in the Lease to another party, and if Lessor so requests, Lessee will
(i) make its payments of Rent, Purchase Option Exercise Amount and Sale Recourse
Amount in the proportions identified in writing by Lessor both to Lessor and
directly to any such identified participant; and (ii) provide copies of all
reports, financial information, notices or other communications required by or
relating to the Lease directly to any such identified participant.

P. YEAR 2000

(a) Lessee is in the process of (i) undertaking a detailed review and
assessment of all areas within its business and operations that could be
adversely affected by the "Year 2000 problem" (that is, the risk that computer
applications used by Lessee may be unable to recognize and perform properly
date-sensitive functions involving certain dates prior to and any date after
December 31, 1999), (ii) developing a detailed plan and timeline for addressing
the year 2000 problem on a timely basis, and (iii) will implement that plan in
accordance with that timetable but in no event later than December 31, 1998.
Lessee reasonably anticipates that all computer applications that are material
to its business and operations will on a timely basis be able to perform
properly date-sensitive functions for all dates before and after January 1, 2000
(i.e., be "Year 2000 compliant").

(b) Lessee will use its best efforts to inquire of each of its key
suppliers, vendors and customers as to whether such persons will on a timely
basis be Year 2000 compliant in all material respects and to take appropriate
remedial action with respect to any of such persons who are not expected to be
so compliant. For purposes hereof "key suppliers, vendors and customers" refers
to those suppliers, vendors and customers of Lessee the business failure of
which would with reasonable probability result in a material adverse change in
the business, properties, condition (financial or otherwise) or prospects of
Lessee.

Q. SECURITY.

Lessee shall grant to Lessor a security interest in any collateral (the
"Collateral") offered to or for the benefit of any lender ("Lender") pursuant to
the Credit Agreement to secure any obligations of Lessee or any of its
Affiliates under or related to the Credit Agreement. Lessee shall take all
actions as may be necessary or advisable to assure Lessor a perfected security
interest in the Collateral, including, but not limited to, delivery of the
Collateral and execution of a security agreement in form and substance
satisfactory to Lessor, as soon as possible, but no later than the first
creation of a security interest in such Collateral in favor of any Lender. The
Collateral shall be security for Lessee's obligations under this Lease or any
agreement between Lessee and Lessor or Lessor's affiliates. Lessor's security
interest in the Collateral shall be a second priority interest subject only to
the prior interest of such Lender. If there is any Event of Default, subject to
the interest of such Lender, Lessor may apply the security to cure the default.

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
<PERIOD-END> NOV-30-1998
<CASH> 5,765
<SECURITIES> 1,329
<RECEIVABLES> 24,397
<ALLOWANCES> 1,829
<INVENTORY> 661
<CURRENT-ASSETS> 35,587
<PP&E> 116,132
<DEPRECIATION> 41,099
<TOTAL-ASSETS> 142,382
<CURRENT-LIABILITIES> 17,649
<BONDS> 51,994
0
0
<COMMON> 96
<OTHER-SE> 59,537
<TOTAL-LIABILITY-AND-EQUITY> 142,382
<SALES> 0
<TOTAL-REVENUES> 33,947
<CGS> 0
<TOTAL-COSTS> 29,163
<OTHER-EXPENSES> 144
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 866
<INCOME-PRETAX> 3,774
<INCOME-TAX> 1,306
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,468
<EPS-PRIMARY> .26
<EPS-DILUTED> .24

</TABLE>