M & F Worldwide Corp.
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April 19, 2001
Panavision Inc.
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Gentlemen:
We are delivering this letter to Panavision Inc., a Delaware
corporation ("Panavision"), 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 Corp. ("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, held by PX Holding.
Additionally, Mafco is delivering a letter, dated the date hereof, pursuant to
which Mafco will make available to M & F Worldwide, upon the terms set forth
therein, an aggregate amount equal to $10,000,000 from time to time as requested
by M & F Worldwide, but in no event later than December 31, 2001 (the "Mafco
Letter Agreement").
In connection with this transaction, and for good and valuable
consideration, M & F Worldwide hereby irrevocably agrees that it shall, or shall
cause a wholly-owned subsidiary (a "M & F Worldwide Sub") to, make available to
Panavision, without any set-off, counterclaim or defense, an aggregate amount
equal to $10,000,000 (the "Investment Contribution Amount"), 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 any event no later than
December 31, 2001; provided, however, that such obligations shall be conditioned
upon M & F Worldwide having previously received an equivalent cash disbursement
pursuant to the Mafco Letter Agreement.
All amounts made available by M & F Worldwide or M & F Worldwide Sub as
described in this letter shall be made in dollars in immediately available funds
directly to an operating account of Panavision at The Chase Manhattan Bank
("Chase"), and upon crediting of such payments to such account shall be deemed
received by Panavision in satisfaction of the obligations of M & F Worldwide
hereunder.
Amounts made available by M & F Worldwide or M & F Worldwide Sub to
Panavision as described above shall constitute a purchase by M & F Worldwide of
(i) common stock of Panavision, (ii) voting preferred stock of Panavision or
(iii) subordinated indebtedness of Panavision; provided, however, that in the
case of any such preferred stock or any such subordinated indebtedness, such
preferred stock or subordinated indebtedness shall have arms-length terms and
conditions reasonably satisfactory to Chase; but provided, further that it shall
not be a condition to M&F Worldwide or M & F Worldwide Sub making available to
Panavision all or any portion of the Investment Contribution Amount that there
be prior agreement as to (x) the number of shares of such common stock, (y) the
number of shares or terms and conditions of such preferred stock or (z) the
terms and conditions of such subordinated indebtedness.
In connection with the payment of the Investment Contribution Amount, M
& F Worldwide represents and warrants that:
a. M & F Worldwide 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, the consummation of
the transactions herein contemplated or compliance with the terms and
conditions hereof by M & F Worldwide shall 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;
c. M & F Worldwide has all necessary corporate power, authority and legal
right to execute, deliver and perform its obligations as described in
this letter and the execution, delivery and performance by M & F
Worldwide of this letter has been duly authorized; and
d. This letter 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).
In addition, in connection with the payment of the Investment
Contribution Amount, M & F Worldwide agrees to the following:
a. Expenses. M & F Worldwide agrees to reimburse Panavision for all
reasonable costs and expenses of Panavision (including, without
limitation, the reasonable fees and expenses of legal counsel) in
connection with any default by M & F Worldwide or enforcement or
collection proceeding against M & F Worldwide arising from the terms
described in this letter.
b. Amendment. M & F Worldwide will not amend, alter or waive the terms of
this letter without the consent of Panavision and Chase.
c. Successors and Assigns. This letter shall be binding upon the heirs,
executors, administrators, successors and assigns of M & F Worldwide,
and shall inure to the benefit of the respective heirs, executors,
administrators, successors and assigns of Chase and Panavision;
provided, however, that M & F Worldwide shall not assign or transfer
any of its rights or obligations hereunder without the prior written
consent of Chase; provided, further that M & F Worldwide shall have the
right to cause M & F Worldwide Sub to make and hold the investment
contemplated by this letter.
d. Governing Law; Submission to Jurisdiction. This letter shall be
governed by, and construed in accordance with, the law of the State of
New York. M & F Worldwide 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 letter or the
transactions contemplated hereby.
e. WAIVER OF JURY TRIAL. M & F WORLDWIDE 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 OR THE TRANSACTIONS CONTEMPLATED HEREBY.
IN WITNESS WHEREOF, the undersigned, being a duly elected officer of
M & F Worldwide, has executed this letter as of the date first written above.
M & F WORLDWIDE CORP.
By: /s ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chairman of the Board of
Directors, President and Chief
Executive Officer
Mafco Holdings Inc.
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April 19, 2001
M & F Worldwide Corp.
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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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
and Chief Financial
Officer
ACCEPTED AND AGREED TO:
M & F WORLDWIDE CORP.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
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.
