EXHIBIT 10.24
Mafco Holdings Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
December 21, 2001
M & F Worldwide Corp.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
Pursuant to the letter agreement, dated April 19, 2001
(the "Mafco Letter Agreement"), between Mafco and M & F Worldwide, Mafco or
a wholly owned subsidiary of Mafco will provide to M & F Worldwide the
Mafco Disbursement in exchange for 666,667 newly-issued shares of Series B
Non-Cumulative Perpetual Participating Preferred Stock, par value $.01 per
share (the "Series B Preferred Stock").
M & F Worldwide represents and warrants that such Series
B Preferred Stock has been duly authorized by all necessary corporate
action on the part of the M & F Worldwide and, upon receipt by M & F
Worldwide of the Mafco Disbursement, will be validly issued, fully paid and
nonassessable, free and clear of all Encumbrances whatsoever, except for
any Encumbrances arising under the Securities Act of 1933 or state
securities laws. As used in this letter agreement, the term "Encumbrances"
shall mean any and all liens, charges, security interests, options, claims,
mortgages, pledges, or agreements, obligations, understandings or
arrangements or other restrictions on title or transfer of any nature
whatsoever. The issuance of such shares is not subject to preemptive or
subscription rights of any stockholder of M & F Worldwide.
Upon delivery of the Mafco Disbursement and such Series B
Preferred Stock, Mafco and M & F Worldwide shall execute and deliver a
cross receipt in the form attached hereto as Exhibit A.
Capitalized terms used but not defined herein shall have
the meanings given to them in the Mafco Letter Agreement.
If you are in agreement with the foregoing, please so
indicate by signing the enclosed duplicate copy of this letter.
Very truly yours,
MAFCO HOLDINGS INC.
By: /s/ Xxxx X. Xxxxxxx
___________________________
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
and Chief Financial Officer
ACKNOWLEDGED AND ACCEPTED BY:
M & F WORLDWIDE CORP.
By: /s/ Xxxxxx Xxxxxx
___________________________
Name: Xxxxxx Xxxxxx
Title: Chairman of the Board of
Directors, President and Chief
Executive Officer
EXHIBIT A
CROSS RECEIPT
M & F Worldwide hereby acknowledges delivery of the Mafco Disbursement in
satisfaction of Mafco's obligations under the Mafco Letter Agreement.
M & F WORLDWIDE CORP.
By: ___________________________
Name: Xxxxxx Xxxxxx
Title: Chairman of the Board of
Directors, President and Chief
Executive Officer
Mafco hereby acknowledges delivery of 666,667 shares of Series B
Non-Cumulative Perpetual Participating Preferred Stock in satisfaction of M
& F Worldwide's obligations under the Mafco Letter Agreement.
MAFCO HOLDINGS INC.
By: ___________________________
Name:
Title:
