Exhibit 24
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PX Holding Corporation
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
Re: Termination of Registration Rights Agreement
Gentlemen:
Reference is hereby made to the Registration Rights Agreement,
dated as of April 19, 2001 (the "Registration Rights Agreement"), as
amended on December 21, 2001, between PX Holding Corporation, a Delaware
corporation ("PX Holding"), and M & F Worldwide Corp., a Delaware
corporation ("M & F Worldwide").
The undersigned hereby agree that the Registration Rights
Agreement is hereby terminated, effective as of the date hereof, and as a
result of such termination, neither PX Holding nor M & F Worldwide (nor any
of their respective directors or officers) shall have any further
obligations or liabilities to the other in connection with or arising out
of the Registration Rights Agreement or its termination.
Very truly yours,
PX Holding Corporation
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
ACCEPTED AND AGREED:
M & F WORLDWIDE CORP.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Chairman of the Board of
Directors, President and Chief
Executive Officer
