EXHIBIT 6
Mafco Holdings Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxxx 0, 0000
Xxxxxx Xxxx Corporation
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Gentlemen:
Mafco Holdings Inc., a Delaware corporation ("Mafco"), and
Pneumo Abex Corporation, a Delaware corporation ("Pneumo Abex"), and M & F
Worldwide Corp., a Delaware corporation ("M & F Worldwide") hereby agree that
Mafco, or a wholly owned subsidiary of Mafco, will purchase from Pneumo Abex
$11,420,000 principal amount of 9-5/8% Senior Subordinated Discount Notes Due
2006 of Panavision (the "Notes"), on which there is approximately $372,498 of
accrued and unpaid interest, for an aggregate purchase price of $4,735,798 in
cash.
In connection with the transactions contemplated by this
letter agreement (the "Letter Agreement"), Mafco represents and warrants that:
1. Mafco is a corporation duly organized, validly existing and in
good standing under the laws of Delaware;
2. 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;
3. 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
4. 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 connection with the transactions contemplated by this
Letter Agreement, M & F Worldwide and Pneumo Abex (together, the "Companies")
represent and warrant that:
1. Each of the Companies is a corporation duly organized, validly
existing and in good standing under the laws of Delaware;
2. 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 the
Companies 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 each of the Companies, 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 either of the Companies is a party or by which either
of the Companies or any of their property is bound or to which
it is subject;
3. Each of the Companies has all necessary corporate power,
authority and legal right to execute, deliver and perform
their obligations as described in this Letter Agreement and
the execution, delivery and performance by the Companies of
this Letter Agreement has been duly authorized;
4. This Letter Agreement has been duly and validly executed and
delivered by the Companies and constitutes the legal, valid
and binding obligation of the Companies, enforceable against
each of the Companies 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); and
5. The transfer of the Notes will effectively vest in Mafco good,
valid and marketable title to the Notes, free and clear of all
Encumbrances whatsoever, except for any Encumbrances arising
under the Securities Act of 1933 (the "Securities Act") 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.
Upon delivery of the Notes in exchange for $4,735,798 in cash,
Mafco, M & F Worldwide and Pneumo Abex shall execute and deliver a cross receipt
in the form attached hereto as Exhibit A.
If you are in agreement with the foregoing, please so
indicate by signing the enclosed duplicate copy of this Letter Agreement.
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
PNEUMO ABEX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and
Assistant Secretary
EXHIBIT A
CROSS RECEIPT
Mafco hereby acknowledges delivery of the Notes in satisfaction of M &
F Worldwide's obligations under the Letter Agreement.
MAFCO HOLDINGS INC.
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
M & F Worldwide hereby acknowledges delivery of $4,735,798 in
satisfaction of Mafco's obligations under the Letter Agreement.
M & F WORLDWIDE CORP.
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Chairman of the Board of
Directors, President and Chief
Executive Officer
PNEUMO ABEX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and
Assistant Secretary
