Exhbit 99.5
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
