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:
Mafco Holdings, Inc., a Delaware corporation ("Mafco") and M & F
Worldwide Corp., a Delaware corporation ("M & F Worldwide"), hereby agree
that M & F Worldwide will purchase from Mafco, or a wholly owned subsidiary
of Mafco (a "Mafco Sub"), $22,000,000 principal amount of 9 5/8% Senior
Subordinated Discount Notes Due 2006 of Panavision (the "Notes") for an
aggregate purchase price of $8,140,000 representing the aggregate purchase
price paid by Mafco or a Mafco Sub for the Notes plus an agreed upon cost
of carry of 6% per annum. M & F Worldwide will promptly thereafter deliver
an aggregate of $24,525,000 principal amount of the Notes to Panavision,
pursuant to an amendment dated the date hereof to the M & F Worldwide
Letter.
In connection with the transactions contemplated by this letter
agreement (the "Letter Agreement"), Xxxxx 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;
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); and
5. The transfer of the Notes will effectively vest in M & F
Worldwide 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.
In connection with the transactions contemplated by this Letter
Agreement, M & F Worldwide represents and warrants that:
6. M & F Worldwide is a corporation duly organized, validly
existing and in good standing under the laws of Delaware;
7. 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 M & F Worldwide 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 M & F
Worldwide, 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 M & F Worldwide
is a party or by which M & F Worldwide or any of its
property is bound or to which it is subject;
8. M & F Worldwide 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 M & F
Worldwide of this Letter Agreement has been duly
authorized; and
9. This Letter Agreement has been duly and validly executed
and delivered by M & F Worldwide and constitutes the
legal, valid and binding obligation of M & F Worldwide,
enforceable against M & F Worldwide 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).
Upon delivery of the Notes in exchange for $8,140,000, M & F
Worldwide and Mafco 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
EXHIBIT A
CROSS RECEIPT
M & F Worldwide hereby acknowledges delivery of $22,000,000
principal amount of 9 5/8% Senior Subordinated Discount Notes Due 2006 of
Panavision 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
Mafco hereby acknowledges delivery $8,140,000 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
