EXHIBIT II
STOCK PURCHASE AGREEMENT,
BY AND BETWEEN
WARBURG, XXXXXX CAPITAL COMPANY, L.P.
AND PX HOLDING CORPORATION,
DATED AS OF FEBRUARY 1, 1999
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of February 1, 1999
("Agreement"), by and between PX Holding Corporation, a Delaware
corporation ("Purchaser") and Warburg, Xxxxxx Capital Company, L.P., a
Delaware limited partnership ("Seller").
WHEREAS, the Seller beneficially owns 1,526,040 shares of common
stock, par value $.01 per share ("Company Common Stock"), of Panavision,
Inc.. ("Company"); and
WHEREAS, the Seller wishes to sell to the Purchaser, and the
Purchaser wishes to purchase from the Seller, upon the terms and conditions
hereinafter set forth herein, all of the Company Common Stock beneficially
owned by the Seller.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises, representations, warranties, and agreements contained herein, the
parties hereto, intending to be legally bound hereby, agree as follows:
ARTICLE 1. PURCHASE AND SALE OF THE SHARES
Section 1.1 Purchase and Sale of the Shares. Upon the terms and
subject to the conditions of this Agreement, at the Closing (as defined
below in Section 1.3), the Seller shall sell, convey, assign, transfer and
deliver to the Purchaser and the Purchaser shall purchase, acquire and
accept from the Seller 1,526,040 shares of Company Common Stock ("Shares").
Section 1.2 Purchase Price. The purchase price for the Shares is
$23.34 per share of Company Common Stock, or an aggregate purchase price of
$35,617,773.60 ("Purchase Price").
Section 1.3 Closing. Upon the terms and subject to the conditions
of this Agreement, the consummation of the transactions contemplated by
this Agreement ("Closing") will take place on Monday, February 1, 1999, at
10:00 a.m., New York City time, at the offices of Skadden, Arps, Slate,
Xxxxxxx & Xxxx LLP, 919 Third Avenue, New York, New York, or at such other
time or such other place as shall be agreed upon by the parties. The date
on which the Closing occurs is hereinafter referred to as the "Closing
Date."
Section 1.4 Delivery by the Seller. At the Closing, the Seller
shall deliver or cause to be delivered to the Purchaser a stock certificate
or certificates representing the Shares purchased by the Purchaser pursuant
to this Agreement, accompanied by a stock power or powers duly executed in
blank.
Section 1.5 Delivery by the Purchaser. At the Closing, the
Purchaser shall deliver or cause to be delivered to the Seller the Purchase
Price payable by wire transfer in immediately available funds to an account
specified in writing by the Seller.
ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF THE SELLER
Section 2.1 Ownership of Shares. The Seller is the beneficial
owner, and has sole power to vote and dispose, of the Shares. On the date
hereof, the Shares constitute all of the outstanding shares of Company
Common Stock owned of record or beneficially by the Seller.
Section 2.2 Authorization; Validity of Agreement; Necessary Action.
The Seller has all necessary power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated hereby. The
execution, delivery and performance by the Seller of this Agreement and the
consummation by the Seller of the transactions contemplated hereby have
been duly and validly authorized. This Agreement has been duly executed
and delivered by the Seller, and constitutes a valid and binding obligation
of the Seller, enforceable against it in accordance with its terms, except
that (i) such enforcement may be subject to applicable bankruptcy,
insolvency or other similar laws, now or hereafter in effect, affecting
creditors' rights generally, and (ii) the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
Section 2.3 No Violations. (a) (i) No filing with, and no permit,
authorization, consent or approval of, any state or federal public body or
authority is necessary for the execution of this Agreement by the Seller
and the consummation by the Seller of the transactions contemplated hereby
and (ii) neither the execution and delivery of this Agreement by the Seller
does, nor the consummation by the Seller of the transactions contemplated
hereby nor compliance by the Seller with any of the provisions hereof will
(x) conflict with or result in any breach of any applicable partnership
agreement or other agreements or organizational documents applicable to the
Seller, (y) result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise to any
third party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any kind to
which the Seller is a party or by which the Seller or any of its properties
or assets may be bound or (z) violate any order, writ, injunction, decree,
judgment, statute, rule or regulation applicable to the Seller or any of
its properties or assets.
(b) The Shares and the certificates representing such Shares are held
by the Seller, or by a nominee or custodian for the benefit of the Seller,
free and clear of all liens, claims, security interests, proxies, voting
trusts or agreements, understandings or arrangements or any other
encumbrances whatsoever. Seller currently has, and on the Closing Date
shall sell, assign, transfer and deliver to the Purchaser at the Closing,
and the Purchaser shall receive at the Closing, good, valid and marketable
title to the Company Common Stock.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Section 3.1 Organization. The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Delaware.
Section 3.2 Authorization; Validity of Agreement; Necessary Action.
The Purchaser has all necessary power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated hereby. The
execution, delivery and performance by the Purchaser of this Agreement and
the consummation by the Purchaser of the transactions contemplated hereby
have been duly and validly authorized. This Agreement has been duly
executed and delivered by the Purchaser, and constitutes a valid and
binding obligation of the Purchaser, enforceable against it in accordance
with its terms, except that (i) such enforcement may be subject to
applicable bankruptcy, insolvency or other similar laws, now or hereafter
in effect, affecting creditors, rights generally, and (ii) the remedy of
specific performance and injunctive and other forms of equitable relief may
be subject to equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought.
Section 3.3 No Violations. (i) No filing with, and no permit,
authorization, consent or approval of, any state or federal public body or
authority is necessary for the execution of this Agreement by the Purchaser
and the consummation by it of the transactions contemplated hereby; and
(ii) neither the execution and delivery of this Agreement by the Purchaser
does, nor the consummation by it of the transactions contemplated hereby
nor compliance by it with any of the provisions hereof will (x) conflict
with or result in any breach of any organizational documents of the
Purchaser, (y) result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise to any
third party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any kind to
which the Purchaser is a party or by which the Purchaser or any of its
properties or assets may be bound or (z) violate any order, writ,
injunction, decree, judgment, statute, rule or regulation applicable to the
Purchaser or any of its properties or assets.
ARTICLE 4. CONDITIONS TO THE OBLIGATIONS OF BOTH PARTIES
The respective obligation of each party to effect the transactions
contemplated by this Agreement shall be subject to the satisfaction or
waiver, at or prior to the Closing, of the following conditions:
Section 4.1 Accuracy of Representations and Warranties. The
representations and warranties of the Seller or the Purchaser, as the case
may be, in this Agreement shall be true and correct as of the date hereof
and at and as of the Closing with the same effect as though such
representations and warranties had been made at and as of such time.
Section 4.2 No Prohibition. No court, arbitrator or governmental
body, agency or official shall have issued any order, decree or ruling
(which shall not have been stayed or suspended pending appeal) and there
shall not be any effective statute, rule or regulation, restraining,
enjoining or prohibiting the Closing.
ARTICLE 5. MISCELLANEOUS
Section 5.1 Survival. All representation and warranties contained
herein shall survive the Closing.
Section 5.2 Entire Agreement; Assignment. This Agreement (i)
constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all other prior agreements and
understandings, both written and oral, between the parties with respect to
the subject matter hereof and (ii) shall not be assigned by operation of
law or otherwise without the prior written consent of the other party
(except that the Purchaser may assign its rights, interests and obligations
to any of its affiliates without the consent of the Seller provided no such
assignment shall relieve the Purchaser of any liability for any breach by
such assignee). Sections 3 and 4 of the Voting and Stockholders Agreement,
dated as of December 18, 1997, as amended and restated, among the Seller,
the Company and the Purchaser ("Stockholders Agreement") shall become null
and void upon the Closing hereunder.
Section 5.3 Amendments. This Agreement may not be modified,
amended, altered or supplemented, except upon the execution and delivery of
a written agreement executed by the parties hereto.
Section 5.4 Notices. All notices, requests, claims, demands and
other communications hereunder shall be in the manner set forth in the
Stockholders Agreement.
Section 5.5 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, regardless
of the laws that might otherwise govern under applicable principles of
conflicts of laws thereof.
Section 5.6 Enforcement. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to
an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement.
Section 5.7 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but
both of which shall constitute one and the same Agreement.
Section 5.8 Descriptive Headings. The descriptive headings used
herein are inserted for convenience of reference only and are not intended
to be part of or to affect the meaning or interpretation of this Agreement.
Section 5.9 Adjustment Upon Changes in Capitalization. In the
event of any change in the Company Common Stock by reason of any stock
dividend, extraordinary dividend or distribution, split-up,
recapitalization, combination, exchange of shares or the like, the number
of Shares, and the purchase prices therefor, shall be appropriately
adjusted.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the day and year first above written.
PX HOLDING CORPORATION
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
WARBURG, XXXXXX CAPITAL COMPANY, L.P.
By: WARBURG, XXXXXX & CO., ITS GENERAL
PARTNER
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Partner
