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Cineplex Odeon Corporation
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
September 30, 1997
Universal Studios, Inc.
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx
Xxxxxxx Xxxxxx Xxxxxxxx Family Trust
c/o Claridge Inc.
0000 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxx, Xxxxxx, Xxxxxx X0X 0X0
Attention: Xxxxxx Xxxxxxxxxxx
Dear Sirs:
Reference is made to (i) the Master Agreement dated as of the
date hereof among Sony Pictures Entertainment, Inc. ("SPE"), LTM Holdings, Inc.
("LTM") and Cineplex Odeon Corporation ("Cineplex Odeon") (the "Master
Agreement"), (ii) the Subscription Agreement dated as of the date hereof between
LTM and Universal Studios, Inc. ("Universal") (the "Subscription Agreement"),
and (iii) that certain Letter Agreement dated as of the date hereof between the
Xxxxxxx Xxxxxx Xxxxxxxx Family Trust (the "Trust") and LTM (the "Trust
Agreement"). Capitalized terms used but not defined herein shall have the
meanings set forth in the Master Agreement.
In consideration of Universal's agreement to enter into the
Subscription Agreement and the Trust's agreement to enter into the Trust
Agreement, Cineplex Odeon has agreed not to (i) amend or modify the Master
Agreement or any of the other Documents, including the schedules or exhibits
thereto, (ii) amend, modify or supplement the Cineplex Odeon Disclosure
Statement or permit LTM to amend, modify or supplement the LTM Disclosure
Statement, (iii) waive any of the provisions or conditions provided for in the
Master Agreement or any of the other Documents, or (iv) grant any consent under
the Master Agreement (including Section 5.1(b) thereof) or any of the other
Documents, in each case without the prior written approval of Universal and the
Trust, which consent shall not be unreasonably withheld, provided, however, that
such consent may be withheld in the sole discretion of Universal or the Trust,
as the case may be, as to any matter (x) that would affect the number of shares
of LTM capital stock to be issued pursuant to the Transactions, or (y) that
relates to Articles 1 or 2 of the Plan of Arrangement or Sections 1.8(g), 2.7,
3.7, 4.5, 6.7, 6.8, 6.9, 6.15(c), 6.17, 6.18, 6.20, 6.21, 7.1(h), 7.1(l),
7.1(o), 7.2(e), 7.2(f), 8.1, 8.2, 9.1, 9.6 or 9.17 of the Master Agreement or,
in the case of
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Universal only, Section 7.1(i) of the Master Agreement (including, in each case,
any item of the Cineplex Odeon Disclosure Statement or the LTM Disclosure
Statement that relates to any of the foregoing provisions).
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to
principles of conflicts of law.
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If you are in agreement with the foregoing, please sign the
enclosed copy of this Letter Agreement and return it to the undersigned.
Very truly yours,
CINEPLEX ODEON CORPORATION
/s/ Xxxxx Xxxx
----------------------------------------
Name: Xxxxx Xxxx
Title: President and Chief
Executive Officer
AGREED:
UNIVERSAL STUDIOS, INC.
/s/ Xxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
XXXXXXX XXXXXX XXXXXXXX FAMILY TRUST
/s/ Xxxxxx Xxxxxxxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: Authorized Representative
/s/ Xxxxxxx Xxxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Representative
