Exhibit 99.11
AMENDMENT NO. 1
TO THE INSTRUMENT OF ASSIGNMENT AND ASSUMPTION
Amendment No. 1, dated as of December 3, 2002 (this "Amendment"), to
the Instrument of Assignment and Assumption, dated as of July 1, 2002 (the
"Instrument of Assignment and Assumption"), by and between M & F Worldwide
Corp., a Delaware corporation (the "Selling Stockholder"), Mafco Holdings
Inc., a Delaware corporation ("Mafco") and Panavision Inc., a Delaware
corporation (the "Buyer"). Capitalized terms not otherwise defined herein have
the respective meanings set forth in the Instrument of Assignment and
Assumption.
W I T N E S S E T H:
WHEREAS, pursuant to the Letter Agreement, dated as of the date
hereof, by and between PX Holding Corporation, a Delaware corporation ("PX
Holding"), Selling Stockholder, and PVI Acquisition Corp., a Delaware
corporation ("PVI Acquisition") and a wholly owned subsidiary of the Selling
Stockholder, PX Holding is acquiring 7,320,225 shares of common stock, par
value $.01 per share, of Buyer, held by PVI Acquisition (the "Panavision
Common Stock"); and
WHEREAS, in connection therewith, Selling Stockholder, Mafco and
Buyer request that Mafco, become a party to the Instrument of Assignment and
Assumption and act as co-indemnitor of Selling Stockholder with respect to any
liabilities of the former shareholders of Las Palmas Productions, Inc.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereby agree as follows:
1. Amendment to Section 3 of the Instrument of Assignment and
Assumption. Section 3 of the Instrument of Assignment and Assumption
is hereby amended and restated in its entirety to read as follows:
"3. The Buyer and Mafco Holdings, Inc., a Delaware corporation
("Mafco"), hereby assume and agree to pay, perform or discharge
in accordance with their terms and to indemnify the Selling
Stockholder against, subject to the limitations contained in
this Instrument of Assignment and Assumption, all liabilities
and obligations of the Selling Stockholder to be paid or
performed after the Closing Date arising under (i) the EFILM
Stock Purchase Agreement and (ii) the Noncompetition Agreement
(the "Assumed Liabilities")."
2. Amendment to Section 6 of the Instrument of Assignment and
Assumption. Section 6 of the Instrument of Assignment and Assumption
is hereby amended and restated in its entirety to read as follows:
"6. Other than as specifically set forth in this Instrument of
Assignment and Assumption or in Sections 1.1(b) and 1.1(c) of
the Stock Purchase Agreement, the Buyer and Mafco shall not
assume or be obligated to pay, perform or otherwise discharge
any liability or obligation of the Selling Stockholder, direct
or indirect, known or unknown, absolute or contingent, other
than the Assumed Liabilities."
3. Miscellaneous.
(a) Effect on Instrument of Assignment and Assumption. The
Instrument of Assignment and Assumption shall continue in full
force and effect as amended by this Amendment. From and after
the date hereof, all references to the Instrument of Assignment
and Assumption shall be deemed to mean the Instrument of
Assignment and Assumption as amended by this Amendment.
(b) Counterparts. This Amendment may be executed in one or more
counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more
counterparts have been signed by each of the parties and
delivered to the other party, it being understood that both
parties need not sign the same counterpart.
(c) Headings. The section headings in this Amendment are intended
solely for convenience and shall be given no effect in the
construction and interpretation hereof.
(d) Governing Law. This Amendment shall be governed and construed
in accordance with the laws of the State of Delaware (without
giving effect to choice of law principles thereof).
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Selling Stockholder, Buyer and Mafco have caused
this Amendment to be signed by their respective officers thereunto duly
authorized, all as of the date first written above.
M & F WORLDWIDE CORP.
By: /s/ Xxxxxx Xxxxxx
----------------------------
Name: Xxxxxx Xxxxxx
Title: Chairman of the Board of
Directors, President and
Chief Executive Officer
PANAVISION INC.
By: /s/ Xxxx X. Xxxxxx
------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President
and General Counsel
MAFCO HOLDINGS INC.
By: /s/ Xxxx X. Xxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
and Chief Financial Officer
