Exhibit 4.4
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated as of June 4, 1998, between
Panavision Inc., a Delaware corporation ("Panavision"), and PX Escrow
Corp., a Delaware corporation ("PX Escrow").
W I T N E S E T H:
WHEREAS, PX Escrow and The Bank of New York, as trustee (the
"Trustee") executed and delivered the Indenture, dated as of February 11,
1998 (as heretofore amended and supplemented, the "Indenture"), providing
for the issuance of the 9 5/8% Senior Subordinated Discount Notes Due 2006
(the "Securities");
WHEREAS, concurrently herewith, Panavision is executing and
delivering to the Trustee, pursuant to Section 5.01(c) of the Indenture, a
Supplemental Indenture, dated as of the date hereof, pursuant to which
Panavision is assuming PX Escrow's obligations under the Indenture and the
Securities;
WHEREAS, PX Escrow is a party to each of (i) the Purchase
Agreement, dated February 6, 1998 (the "Purchase Agreement"), among PX
Escrow and Credit Suisse First Boston Corporation and Xxxxxxxx & Co. Inc.
(collectively, the "Initial Purchasers"), (ii) the Registration Agreement,
dated February 6, 1998 (the "Registration Agreement"), among PX Escrow and
the Initial Purchasers and (iii) the Escrow Agreement, dated as of February
11, 1998 (the "Escrow Agreement" and, together with the Purchase Agreement
and Registration Agreement, the "Assigned Agreements"), between PX Escrow
and The Bank of New York, as escrow agent;
WHEREAS, PX Escrow, pursuant to this Assumption Agreement,
desires to assign all of its right, title and interest to, and liabilities
and obligations under, the Assigned Agreements to Panavision and Panavision
desires to assume all of PX Escrow's right, title and interest thereto and
liabilities and obligations thereunder; and
WHEREAS, this Assumption Agreement has been duly authorized by
all necessary corporate action on the part of each of Panavision and PX
Escrow.
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt of which is hereby
acknowledged, Panavision and PX Escrow mutually covenant and agree:
ARTICLE I
Assignment and Assumption
Section 1.1. Assignment. PX Escrow hereby grants, assigns,
conveys, sets over and delivers to Panavision and its successors and
assigns all of its right, title and interest to, and liabilities and
obligations under, the Assigned Agreements, to have and hold unto
Panavision and its successors and assigns forever.
Section 1.2. Assumption. In consideration of the assignment
made herein to Panavision, Panavision hereby agrees to assume, pay, perform
and observe all covenants, agreements, liabilities and obligations of PX
Escrow under the Assigned Agreements. As provided in each of the Assigned
Agreements, PX Escrow shall be released and discharged from and shall not
be responsible to any person for the discharge or performance of any duty
or obligation pursuant to or in connection with the Assigned Agreements and
Panavision shall be substituted in lieu of PX Escrow as a party to each of
the Assigned Agreements.
Section 1.3. Further Assurances. Each of PX Escrow and
Panavision shall execute such additional documents and instruments and take
such further action as may be reasonably required or desirable to carry out
the provisions hereof.
ARTICLE II
Miscellaneous
Section 2.1. Severability. In case any provision in this
Assumption Agreement shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
Section 2.2. Governing Law. This Assumption Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York but without giving effect to applicable principles of conflicts of law
to the extent that the application of the laws of another jurisdiction
would be required thereby.
Section 2.3. Multiple Originals. The parties may sign any
number of copies of this Assumption Agreement. Each signed copy shall be
an original, but all of them together represent the same agreement. One
signed copy is enough to prove this Assumption Agreement.
Section 2.4. Headings. The Article and Section headings herein
are have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the
terms or provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Assumption Agreement to be duly executed as of the date first written
above.
PANAVISION INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
PX ESCROW CORP.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President and
Secretary
