SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE, dated as of June 4, 1998, among Panavision Inc., a
Delaware corporation ("Panavision"), PX Escrow Corp., a Delaware corporation
("PX Escrow"), and The Bank of New York, as trustee under the Indenture referred
to below (the "Trustee").
W I T N E S S E T H :
WHEREAS, PX Escrow and the Trustee heretofore executed and delivered the
Indenture, dated as of February 11, 1998 (as heretofore amended and
supplemented, the "Indenture"), providing for the issuance of the 95/8% Senior
Subordinated Discount Notes Due 2006 (the "Securities") (capitalized terms used
herein but not otherwise defined have the meanings ascribed thereto in the
Indenture);
WHEREAS, Section 5.01(c) of the Indenture provides that upon the execution
and delivery by Panavision to the Trustee of this Supplemental Indenture,
Panavision shall be the successor Company under the Indenture and the Securities
and shall succeed to, and be substituted for, and may exercise every right and
power of, the predecessor Company under the Indenture and the Securities and the
predecessor Company shall be discharged from all obligations and covenants under
the Indenture and the Securities;
WHEREAS, Section 9.01(2) of the Indenture provides that the Company and the
Trustee may amend the Indenture and the Securities without notice to or consent
of any Holders of the Securities in order to comply with Article V of the
Indenture; and
WHEREAS, this Supplemental Indenture has been duly authorized by all
necessary corporate action on the part of each of Panavision and PX Escrow.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt of which is hereby acknowledged, Panavision,
PX Escrow and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders as follows:
ARTICLE I
Assumption by Successor Company
Section 1.1. Assumption of the Securities. Panavision hereby expressly
assumes and agrees promptly to pay, perform and discharge when due each and
every debt, obligation, covenant and agreement incurred, made or to be paid,
performed or discharged by PX Escrow under the Indenture and the Securities.
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Panavision hereby agrees to be bound by all the terms, provisions and conditions
of the Indenture and the Securities and that it shall be the successor Company
and shall succeed to, and be substituted for, and may exercise every right and
power of, PX Escrow Corp., as the predecessor Company, under the Indenture and
the Securities.
Section 1.2. Discharge of PX Escrow. PX Escrow is hereby expressly
discharged from all debts, obligations, covenants and agreements under the
Indenture and the Securities.
Section 1.3. Trustee's Acceptance. The Trustee hereby accepts this
Supplemental Indenture and agrees to perform the same under the terms and
conditions set forth in the Indenture.
ARTICLE II
Miscellaneous
Section 2.1. Effect of Supplemental Indenture. Upon the execution and
delivery of this Supplemental Indenture by Panavision, PX Escrow and the
Trustee, the Indenture shall be supplemented in accordance herewith, and this
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Holder of Securities heretofore or hereafter authenticated and delivered
under the Indenture shall be bound thereby.
Section 2.2. Indenture Remains in Full Force and Effect. Except as
supplemented hereby, all provisions in the Indenture shall remain in full force
and effect.
Section 2.3. Indenture and Supplemental Indenture Construed Together. This
Supplemental Indenture is an indenture supplemental to and in implementation of
the Indenture, and the Indenture and this Supplemental Indenture shall
henceforth be read and construed together.
Section 2.4. Confirmation and Preservation of Indenture. The Indenture as
supplemented by this Supplemental Indenture is in all respects confirmed and
preserved.
Section 2.5. Conflict with Trust Indenture Act. If any provision of this
Supplemental Indenture limits, qualifies or conflicts with any provision of the
TIA that is required under the TIA to be part of and govern any provision of
this Supplemental Indenture, the provision of the TIA shall control. If any
provision of this Supplemental Indenture modifies or excludes any provision of
the TIA that may be so modified or excluded, the provision of the TIA shall be
deemed to apply to the
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Indenture as so modified or to be excluded by this Supplemental Indenture, as
the case may be.
Section 2.6. Severability. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
Section 2.7. Benefits of Supplemental Indenture. Nothing in this
Supplemental Indenture or the Securities, express or implied, shall give to any
Person, other than the parties hereto and thereto and their successors hereunder
and thereunder and the Holders of the Securities, any benefit of any legal or
equitable right, remedy or claim under the Indenture, this Supplemental
Indenture or the Securities.
Section 2.8. Successors. All agreements of Panavision in this Supplemental
Indenture shall bind its successors. All agreements of the Trustee in this
Supplemental Indenture shall bind its successors.
Section 2.9. Certain Duties and Responsibilities of the Trustee. In
entering into this Supplemental Indenture, the Trustee shall be entitled to the
benefit of every provision of the Indenture and the Securities relating to the
conduct or affecting the liability or affording protection to the Trustee,
whether or not elsewhere herein so provided.
Section 2.10. Governing Law. This Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York but
without giving effect to applicable principles of conflicts of law to the extent
that the application of the laws of another jurisdiction would be required
thereby.
Section 2.11. Multiple Originals. The parties may sign any number of copies
of this Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement. One signed copy is enough to
prove this Supplemental Indenture.
Section 2.12. Headings. The Article and Section headings herein are have
been inserted for convenience of reference only, are not intended to be
considered a part hereof and shall not modify or restrict any of the terms or
provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first written above.
PANAVISION INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President,
Chief Financial Officer and
Treasurer
PX ESCROW CORP.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Assistant Vice President
