EXHIBIT 3
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 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.
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/
------------------------------
Name:
Title:
Page 18 of 19 Pages
AGREED:
UNIVERSAL STUDIOS, INC.
/s/
-----------------------------
Name:
Title:
XXXXXXX XXXXXX XXXXXXXX FAMILY TRUST
/s/
-----------------------------
Name:
Title: Authorized Representative
Page 19 of 19 Pages
