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TERMINATION AGREEMENT
THIS AGREEMENT dated as of the 30th day of September, 1997
BETWEEN:
UNIVERSAL STUDIOS, INC. (formerly MCA INC.), a corporation
incorporated under the laws of the State of Delaware,
("Universal")
AND:
CINEPLEX ODEON CORPORATION, a corporation amalgamated under
the laws of the Province of Ontario,
("Cineplex")
WHEREAS Universal and Cineplex entered into a restated subscription agreement
dated January 15, 1986, which agreement has been amended from time to time (such
agreement as amended is hereinafter referred to as the "Restated Subscription
Agreement');
AND WHEREAS Universal and Cineplex entered into a standstill agreement dated May
12, 1986, which agreement has been amended from time to time (such agreement as
amended is hereinafter referred to as the "Cineplex Standstill Agreement");
AND WHEREAS Universal and Cineplex entered into a registration agreement dated
May 12, 1986, which agreement has been amended from time to time (such agreement
as amended is hereinafter referred to as the "Cineplex Registration Agreement"
and, together with the Restated Subscription Agreement and the cineplex
Standstill Agreement, collectively the "Cineplex Agreements");
AND WHEREAS concurrently with the execution and delivery of this Agreement,
Cineplex, Sony Pictures Entertainment, Inc. ("SPE") and LTM Holdings, Inc.
("LTM") are entering into a master agreement dated the date hereof (the "Master
Agreement") pursuant to which and subject to the term sand conditions thereof
among other things (i) Cineplex and LTM will enter into a business combination
(the "Transaction") and (ii) the shareholders of Cineplex will exchange shares
of Cineplex for shares of LTM;
NOW THIS AGREEMENT WITNESS THAT, in consideration of good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Universal and Cineplex hereby agree as follows:
1. The Cineplex Agreements shall terminate and be of no further force and
effect effective immediately upon the closing of the Transaction.
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2. Universal hereby waives and releases Cineplex of any obligation in
respect of any and all rights of Universal to acquire Subordinate
Restricted Voting Shares in the capital of Cineplex pursuant to the
provisions of article 8.00 of the Restated Subscription Agreement in
respect of any issuances by Cineplex prior to the date hereof of Equity
Securities (as such term is defined in the Restated Subscription
Agreement).
3. Universal hereby waives and releases Cineplex of any obligation in
respect of any and all rights of Universal which may otherwise arise or
accrue to Universal pursuant to Paragraph 6 of the Cineplex Standstill
Agreement by reason of the sale by Cineplex to LTM of the shares of
▇▇▇▇▇ Theatres, Inc. and/or the sale or disposition of theatres by
Cineplex or its affiliates as contemplated by the Master Agreement
and/or the Documents (as such term is defined in the Master Agreement).
4. Cineplex hereby waives and releases Universal of any obligation in
respect of any and all rights of Cineplex contemplated by Paragraph 5
of the Cineplex Standstill Agreement which may otherwise arise or
accrue to Cineplex by reason of the transfer by Universal to LTM of
shares owned by Universal in the capital of Cineplex as contemplated by
the Master Agreement and/or the Documents.
5. The parties hereto shall sign such further and other documents and
cause to be done and performed such further and other acts and things
as may be necessary or desirable in order to give full effect to this
agreement and every part thereof.
6. This agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
7. This agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario and the federal laws of Canada
applicable therein.
IN WITNESS WHEREOF the parties have duly executed this Termination
Agreement as of the date first above written.
UNIVERSAL STUDIOS, INC.
Per: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Senior Vice President
CINEPLEX ODEON CORPORATION
Per: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Executive Vice President,
Corporate Affairs and
Secretary