Mafco Holdings Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
April 19, 2001
M & F Worldwide Corp.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
We are delivering this letter (the "Letter Agreement") to
M & F Worldwide Corp., a Delaware corporation ("M & F Worldwide"), at your
request in connection with the execution of a Stock Purchase Agreement,
dated as of the date hereof (the "Stock Purchase Agreement"), by and
between M & F Worldwide and PX Holding Corporation, a Delaware corporation
("PX Holding") and a wholly owned subsidiary of Mafco Holdings Inc., a
Delaware corporation ("Mafco"). Pursuant to the Stock Purchase Agreement, M
& F Worldwide is acquiring from PX Holding the 7,320,225 shares of common
stock, par value $.01 per share, of Panavision Inc., a Delaware corporation
("Panavision"), held by PX Holding.
M & F Worldwide has asked that Mafco provide certain
agreements and undertakings in connection with a letter, dated the date
hereof, delivered by M & F Worldwide to Panavision (the "M & F Worldwide
Letter"), pursuant to which M & F Worldwide will make available to
Panavision, subject to the terms of the M & F Worldwide Letter, an
aggregate amount equal to $10,000,000, as required from time to time by
Panavision to make payments of principal or interest under its credit
facility or senior subordinated notes, but in no event later than December
31, 2001.
Accordingly, as a partial inducement for M & F Worldwide
entering into the Stock Purchase Agreement and as an inducement for M & F
Worldwide executing the M & F Worldwide Letter, Mafco hereby irrevocably
agrees that at such time or times as M&F Worldwide shall request on at
least two business days' notice, but in no event later than December 31,
2001, Mafco or corporations under its control (each a "Mafco Sub") will
disburse, without any set-off, counterclaim or defense, an aggregate amount
equal to $10,000,000 (the "Mafco Disbursement") to M & F Worldwide, such
Mafco Disbursement being in the form described in the term sheet attached
hereto. Each request by M & F Worldwide for a disbursement of funds shall
indicate that all of such funds will be promptly made available to
Panavision under the letter referred to in the preceding paragraph directly
to the account referred to in such letter.
In connection with the Mafco Disbursement, Mafco
represents and warrants that:
a. Mafco is a corporation duly organized, validly existing
and in good standing under the laws of Delaware;
b. None of the execution and delivery of this Letter
Agreement, the consummation of the transactions herein
contemplated or compliance with the terms and conditions
hereof by Mafco will conflict with or result in a breach
of, or require any authorization, approval or consent
which has not been obtained under, or constitute a
default under, the charter or by-laws of Mafco, or any
applicable provision or term of any law or regulation, or
any order, writ, injunction or decree of any court or
governmental authority or agency, or any material
agreement or instrument to which Mafco is a party or by
which Mafco or any of its property is bound or to which
it is subject;
c. Mafco has all necessary corporate power, authority and
legal right to execute, deliver and perform its
obligations as described in this Letter Agreement and the
execution, delivery and performance by Mafco of this
Letter Agreement has been duly authorized; and
d. This Letter Agreement has been duly and validly executed
and delivered by Mafco and constitutes the legal, valid
and binding obligation of Mafco, enforceable against
Mafco in accordance with its terms, except as such
enforceability may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium, fraudulent
conveyance, fraudulent transfer or similar laws of
general applicability affecting the enforcement of
creditors' rights and (ii) the application of general
principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or
at law).
In addition, in connection with the payment of the Mafco
Disbursement, M & F Worldwide agrees to the following:
a. Expenses. Mafco agrees to reimburse M & F Worldwide for
all reasonable costs and expenses of M & F Worldwide
(including, without limitation, the reasonable fees and
expenses of legal counsel) in connection with any default
by Mafco or enforcement or collection proceeding against
Mafco arising under this Letter Agreement.
b. Amendment. Mafco will not amend, alter or waive the terms
of this letter without the consent of M & F Worldwide and
The Chase Manhattan Bank ("Chase").
c. Successors and Assigns. This Letter Agreement shall be
binding upon and inure to the benefit of the respective
heirs, executors, administrators, successors and assigns
of Mafco and Panavision; provided, however, that Mafco
shall not assign or transfer any of its rights or
obligations hereunder without the prior written consent
of Chase; provided, further, that Mafco shall have the
right to cause Mafco Sub to make and hold the investment
contemplated by this Letter Agreement.
d. Governing Law; Submission to Jurisdiction. This Letter
Agreement shall be governed by, and construed in
accordance with, the law of the State of New York. Mafco
hereby submits to the nonexclusive jurisdiction of the
! United States District Court for the Southern District of
New York and of the Supreme Court of the State of New
York sitting in New York County (including its Appellate
Division), and of any other appellate court in the State
of New York, for the purposes of all legal proceedings
arising out of or relating to this Agreement or the
transactions contemplated hereby.
e. WAIVER OF JURY TRIAL. MAFCO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.
Mafco's agreements and undertakings hereunder are for the
sole benefit of M & F Worldwide and shall not create third party
beneficiary rights on behalf of any other person or entity, except, with
respect to Chase, to the extent expressly provided herein.
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
ACCEPTED AND AGREED TO:
M & F WORLDWIDE CORP.
By: /s/ Xxxxxx Xxxxxx
----------------------------
Name: Xxxxxx Xxxxxx
Title: Chairman of the Board of
Directors, President and Chief
Executive Officer
TERM SHEET
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Amount: $10,000,000
Use of Proceeds: To fund M&F Worldwide's investment
of $10,000,000 in Panavision.
Form of In M&F Worldwide's discretion, either or both of:
Consideration:
o subordinated debt of M&F Worldwide,
maturing as M&F Worldwide determines
based on its cash flow projections,
and bearing an interest rate equal to
the Pneumo Abex Credit Agreement; or
o newly issued shares of Series B
Preferred Stock priced at the greater
of (i) $15 per share, or (ii) the then
fair market value of M&F Worldwide
Common Stock at the time.
