ICAHN

Icahn said the plan calls for MGM to adopt a series of corporate governance changes, and give him the right to appoint a board director once the company emerges from bankruptcy.

MGM also agreed not to buy the libraries of two Spyglass affiliates, Cypress Entertainment Group Inc and Garoge Inc.

"We were able to obtain an agreement to make changes to the MGM prepackaged plan that allows me to support it and enables the company to avoid a potentially costly and disruptive bankruptcy," Icahn said in a statement.

Barber and Birnbaum would also sit on the board of a reorganized MGM, along with seven directors named by lenders, including several independent directors, MGM said.

Spyglass films have included "The Sixth Sense" in 1999 and "Dinner for Schmucks" earlier this year.

Lions Gate had proposed a merger with MGM that would have given creditors a 55 percent stake in the combined company.

Icahn is also conducting a hostile takeover bid for Lions Gate. That company is separately suing Icahn, alleging he interfered with its efforts to merge with MGM.

A Lions Gate spokesman declined to comment. Lions Gate has produced the hit TV show "Mad Men" and the Oscar-winning film "Precious." It has offices in Vancouver, British Columbia.

The case is In re: Metro-Goldwyn-Mayer Studios Inc, U.S. Bankruptcy Court, Southern District of New York, No. 10-15774.