EXHIBIT 5
MEMORANDUM OF AGREEMENT entered into at the City of Montreal, Province of Quebec
as of the 1st day of December, 1997.
BY AND BETWEEN: 3096475 CANADA INC., a corporation incorporated according to
law, herein acting and represented by Senator E. Xxxx Xxxxxx,
its President
(hereinafter referred to as the "Vendor")
AND: E. XXX XXXXXX, Senator, of the City of Westmount, Province of
Quebec, therein residing at 000 Xxxxxx Xxxxxx.
(hereinafter referred to as the "Purchaser")
NOW, THEREFORE, THIS AGREEMENT WITNESSETH;
1. The Vendor hereby sells, transfers and conveys to the Purchaser and the
Purchaser hereby purchases from the Vendor, seven hundred and seventy-four
thousand, three hundred and seventy-four (774,374) common shares in the share
capital of Cineplex Odeon Corporation (the "Purchased Shares") for a
consideration of One Dollar and Sixty Cents ($1.60) per share, for an aggregate
consideration of One Million, Two Hundred and Thirty-Eight Thousand, Nine
Hundred and Ninety-Eight Dollars and Forty Cents ($1,238,998.40) payable by way
of a non-interest bearing demand promissory note.
(a) One Hundred Thousand Dollars ($100,000), receipt whereof is hereby
acknowledged; and
(b) Five Million, Five Hundred and four Thousand, Nine Hundred and
Forty-Seven Dollars and Twenty Cents ($5,504,947.20) by way of a
demand promissory note.
The Vendor hereby represents and warrants to the Purchaser the
following:
(a) that the Vendor is the beneficial owner of the Purchased Shares herein
sold and which are free and clear of all liens, charges, pledges or
other encumbrances of any kind, nature of description whatsoever;
(b) that no person, firm or corporation has any agreement, option or right
capable of becoming an agreement or option for the purchase of the of
the Purchased Shares herein sold;
(c) that the Vendor is a resident of Canada within the meaning of the
Income Tax Act (Canada); and
(d) that the Vendor has the full right, authority and capacity to enter
into this agreement.
3. The representations and warranties contained herein shall survive the
execution of this present agreement and shall continue to remain in full force
and effect.
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4. The Purchase hereby acknowledges having taken cognizance of the Stockholders
Agreement among LTM Holdings, Inc., Sony Pictures Entertainment Inc., Universal
Studios, Inc., Xxxxxxx Xxxxxx Xxxxxxxx Family Trust, Xxxxxxx X. Xxxxxxxx, E. Xxx
Xxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxx Foundation and 3096475 Canada Inc.
dated as of September 30, 1997 and agrees to adhere thereto in accordance with
the provisions of Section 4.5 thereof.
5. The Vendor shall, from time to time, at the purchasers request and without
further consideration, execute such further instruments of conveyance and take
such other actions as the Purchaser may reasonably require to convey and
transfer more effectively to the Purchaser the Purchased Shares herein sold. The
Vendor will furthermore sign all documents and do all things necessary to give
effect to the present transaction.
6. The effective date of the present agreement shall be December 1, 1997.
7. This agreement shall be construed and interpreted in accordance with the laws
of the Province of Quebec.
8. This agreement shall enure to the benefit of and be binding upon the parties
hereto, their respective successors, administrators, representatives and
assigns.
9. The parties acknowledge that they have requested and are satisfied that the
foregoing be drawn up in English. Les parties aux presentes reconnaissent
qu'elles ont exige que ce qui precede soit redige en Anglais et s'en declarent
satisfaites.
IN WITNESS WHEREOF, the parties hereto have executed the present agreement
at the place hereinabove mentioned.
3096475 CANADA INC.
Per: /s/___________________________________
E. XXX XXXXXX
/s/________________________________________
E. XXX XXXXXX
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