EXHIBIT 10.25
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 Xxxxxxx
___________________________
Name: Xxxx 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: ___________________________
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: ___________________________
Name:
Title:
