Exhibit 2
Mafco Holdings Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
December 3, 2002
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
Mafco, or a wholly owned subsidiary of Mafco, will deliver to M & F Worldwide
666,667 shares of Series B Non-Cumulative Perpetual Participating Preferred
Stock, par value $.01 per share, of M & F Worldwide (the "M & F Worldwide
Series B Preferred Stock") in exchange for (i) 1,381,690 shares of Series A
Non-Cumulative Perpetual Participating Preferred Stock, par value $.01 per
share, of Panavision Inc., a Delaware corporation (the "Panavision Series A
Preferred Stock"), and (ii) $976,250 in cash.
In connection with the transactions contemplated by this letter
agreement (this "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 M & F Worldwide Series B Preferred Stock
will effectively vest in M & F Worldwide good, valid and
marketable title to the M & F Worldwide Series B Preferred
Stock, 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:
1. M & F Worldwide 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 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;
3. 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;
4. 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); and
5. The transfer of the Panavision Series A Preferred Stock will
effectively vest in Mafco good, valid and marketable title to
the Panavision Series A Preferred Stock, free and clear of all
Encumbrances whatsoever, except for any Encumbrances arising
under the Securities Act or state securities laws.
Upon delivery of the 666,667 shares M & F Worldwide Series B
Preferred Stock in exchange for (i) 1,381,690 shares of Panavision Series A
Preferred Stock and (ii) $976,250 in cash, Mafco and M & F Worldwide 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
Mafco hereby acknowledges delivery of (i) 1,381,690 shares of
Panavision Series A Preferred Stock and (ii) $976,250 in cash 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 666,667 shares M & F
Worldwide Series B Preferred Stock 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
