EXHIBIT 10.2
THIS FOURTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is
dated as of December 29, 2004, among Panavision Inc., a Delaware corporation
(the "Issuer"), the Subsidiary Guarantors, Wilmington Trust Company, as
trustee (the "Trustee"), and Wilmington Trust Company, as collateral trustee
(the "Collateral Trustee"). Capitalized terms used herein and not otherwise
defined shall have the respective meaning ascribed to such terms in the
Indenture (as defined below).
WHEREAS, the Issuer, the Subsidiary Guarantors, the Trustee and the
Collateral Trustee entered into an Indenture (as amended by the First
Supplemental Indenture and Waiver dated as of August 11, 2004, the Second
Supplemental Indenture dated as of September 16, 2004 and the Third
Supplemental Indenture dated as of September 30, 2004, the "Indenture") dated
as of January 16, 2004, to provide for the issuance of the Issuer's 12.50%
Senior Secured Notes due January 2009;
WHEREAS, the Issuer, the Subsidiary Guarantors and the Collateral
Trustee are party to the Collateral Agreement;
WHEREAS, the Issuer has requested, and the Subsidiary Guarantors and
the Trustee have agreed, that certain provisions of the Indenture be amended
and/or waived in the manner provided herein;
WHEREAS, Section 10.2 of the Indenture generally permits the
Indenture to be amended or supplemented with the written consent of the
Majority Holders;
WHEREAS, the Issuer has received the written consent of the Majority
Holders as of December 29, 2004 to the amendments and waivers contemplated by
this Supplemental Indenture; and
WHEREAS, the Issuer, the Subsidiary Guarantors, the Trustee and the
Collateral Trustee are authorized to enter into this Supplemental Indenture;
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants contained in this Supplemental Indenture and for other good
and valuable consideration, the receipt and sufficiency of which are herein
acknowledged, the Issuer, the Subsidiary Guarantors and the Trustee hereby
agree for the equal and the ratable benefit of all Holders of the Notes as
follows:
ARTICLE ONE
1.1 Amendments. (a) Section 1.01 of the Indenture is hereby amended
by inserting the following new definitions in the appropriate alphabetic
order:
"Deluxe" means Deluxe Laboratories, Inc.
"Deluxe Note" means the promissory note in the principal amount of
$5,000,000 payable by Deluxe to the Issuer or a subsidiary thereof.
"Fourth Supplemental Indenture" means the Fourth Supplemental
Indenture dated as of December 29, 2004, among the Issuer, the Subsidiary
Guarantors and Wilmington Trust Company, as indenture trustee and as
collateral trustee.
"Panavision International" means Panavision International, L.P., a
Delaware limited partnership.
"Panavision Sale" means the sale or other disposition by Panavision
International to Panavision (Canada) Corporation of assets for no more than
CDN $ 1,500,000; provided that (i) such assets are not sold at a price below
fair market value in the reasonable determination of Panavision International
and (ii) the Canadian Acquisition has not been consummated on or before
December 31, 2004.
"Second Supplemental Indenture" means the Second Supplemental
Indenture dated as of September 16, 2004 , among the Issuer, the Subsidiary
Guarantors and Wilmington Trust Company, as indenture trustee and as
collateral trustee.
"Third Supplemental Indenture" means the Third Supplemental Indenture
dated as of September 30, 2004, among the Issuer, the Subsidiary Guarantors
and Wilmington Trust Company, as indenture trustee and as collateral trustee.
(b) The definition of "Asset Disposition" is hereby amended by
deleting clause (D) of the proviso thereof and replacing it with the
following:
(D) any sale, lease, transfer or other disposition in the
ordinary course of business (including without limitation, the Panavision
Sale); or
(c) The definition of "Canadian Acquisition" is hereby amended
and restated in its entirety to read as follows: "Canadian Acquisition"
means the purchase by Panavision (Canada) Corporation and/or the Issuer
of substantially all of the camera assets of the Canadian company
heretofore identified to the Trustee.
(d) The definition of "Non-Core Assets" is hereby amended and
restated in its entirety to read as follows: "Non-Core Assets" means (a)
the member interest in, or any assets of, EFILM or (b) the Deluxe Note;
provided, that the Deluxe Note shall only be considered a Non-Core Asset
to the extent it is sold to Parent or an Affiliate thereof for an amount
of no less than $5,000,000; provided that Parent or such Affiliate shall
agree with the Issuer that it will pay to the Issuer an amount equal to
the unpaid interest accrued on the Deluxe Note as of the date of the sale
of the Deluxe Note when Parent or such Affiliate receives payment of all
such interest.
(e) The definition of "Permitted Investment" is hereby amended
by deleting clause (xiv) thereof and replacing it with the following:
" (xiv) Investments by the Issuer and the Restricted
Subsidiaries in Panavision (Canada) Corporation in an amount
not to exceed CDN $1,500,000; provided, that such
Investments in Panavision (Canada) Corporation are (i) made
solely from the proceeds of the sale of Non-Core Assets and
(ii) used by Panavision (Canada) Corporation to consummate
the Canadian Acquisition (including the payment of
transaction costs and the assumption of Capital Lease
Obligations)".
(f) The definition of Specified Disposition is hereby amended by
deleting the dollar amount of "CDN $22,000,000" set forth in clause
(d)(i)(A)(II) thereof and substituting in lieu thereof the dollar amount
"CDN $16,000,000."
(g) The definition of "Transaction Charges" is hereby amended by
deleting clause (d) and replacing it with the following:
"and (d) nonrecurring charges related to or arising out of
fees and expenses incurred in connection with the First
Supplemental Indenture, Second Supplemental Indenture, Third
Supplemental Indenture and Fourth Supplemental Indenture and
amendments of even date therewith to the Senior Credit
Agreement, and the execution and delivery of each of the
foregoing."
ARTICLE TWO
Miscellaneous
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2.1 Effect of the Supplemental Indenture. This Supplemental Indenture
supplements the Indenture and shall be a part and subject to all the terms
thereof. Except as supplemented hereby, the Indenture and the Notes issued
thereunder shall continue in full force and effect.
2.2 Effectiveness. This Supplemental Indenture shall become effective
as of the date hereof.
2.3 Amendment Fee. Each Holder of Notes that consents to this Fourth
Supplemental Indenture by executing and delivering a Written Consent in the
manner provided for in the Written Consent on or prior to December 29, 2004
shall receive an amendment fee equal to 0.10% of the outstanding principal
amount of such Holder's Notes.
2.4 Counterparts. This Supplemental Indenture may be executed in
counterparts, each of which shall be deemed an original, but all of which
shall together constitute one and the same instrument.
2.5 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE
APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
2.6 Recitals. The Trustee shall not be responsible for any recital
herein (other than the last recital as it applies to the Trustee) as such
recitals shall be taken as statements of the Issuer, or the validity of the
execution by the Issuer of this Supplemental Indenture. The Trustee makes no
representations as to the validity or sufficiency of this Supplemental
Indenture.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed on this 29th day of December, 2004.
PANAVISION INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
PANAVISION U.K. HOLDINGS, INC., as a Subsidiary
Guarantor
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
LPPI, LLC, as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
PANAVISION GP Inc., as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
PANAVISION INTERNATIONAL, L.P., as a Subsidiary
Guarantor
By: Panavision GP Inc., as General Partner
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
PANY RENTAL INC., as a Subsidiary Guarantor
By: Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and
Assistant Secretary
PANAVISION FEDERAL SYSTEMS, LLC, as a Subsidiary
Guarantor
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
TFN LIGHTING CORP., as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and
Assistant Secretary
PANAVISION REMOTE SYSTEMS, LLC, as a Subsidiary
Guarantor
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
WILMINGTON TRUST COMPANY, as Trustee
By: /s/ Xxxxxxx X. Xxxxx, Xx.
--------------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Senior Financial Services Officer
WILMINGTON TRUST COMPANY, as Collateral Trustee
By: /s/ Xxxxxxx X. Xxxxx, Xx.
--------------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Senior Financial Services Officer
