M & F Worldwide Corp.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
April 19, 2001
Panavision Inc.
0000 Xx Xxxx Xxxxxx
Xxxxxxxx Xxxxx, Xxxxxxxxxx
Gentlemen:
We are delivering this letter to Panavision Inc., a
Delaware corporation ("Panavision"), in connection with the execution of a
Stock Purchase Agreement, dated as of the date hereof (the "Stock Purchase
Agreement"), by and between M & F Worldwide Corp. ("M &F Worldwide") and PX
Holding Corporation, a Delaware corporation ("PX Holding") and a wholly
owned subsidiary of Mafco Holdings Inc., a Delaware corporation ("Mafco").
Pursuant to the Stock Purchase Agreement, M & F Worldwide is acquiring from
PX Holding the 7,320,225 shares of common stock, par value $.01 per share,
of Panavision, held by PX Holding. Additionally, Mafco is delivering a
letter, dated the date hereof, pursuant to which Mafco will make available
to M & F Worldwide, upon the terms set forth therein, an aggregate amount
equal to $10,000,000 from time to time as requested by M & F Worldwide, but
in no event later than December 31, 2001 (the "Mafco Letter Agreement").
In connection with this transaction, and for good and
valuable consideration, M & F Worldwide hereby irrevocably agrees that it
shall, or shall cause a wholly-owned subsidiary (a "M & F Worldwide Sub")
to, make available to Panavision, without any set-off, counterclaim or
defense, an aggregate amount equal to $10,000,000 (the "Investment
Contribution Amount"), as required from time to time by Panavision to make
payments of principal or interest under its credit facility or senior
subordinated notes, but in any event no later than December 31, 2001;
provided, however, that such obligations shall be conditioned upon M & F
Worldwide having previously received an equivalent cash disbursement
pursuant to the Mafco Letter Agreement.
All amounts made available by M & F Worldwide or M & F
Worldwide Sub as described in this letter shall be made in dollars in
immediately available funds directly to an operating account of Panavision
at The Chase Manhattan Bank ("Chase"), and upon crediting of such payments
to such account shall be deemed received by Panavision in satisfaction of
the obligations of M & F Worldwide hereunder.
Amounts made available by M & F Worldwide or M & F
Worldwide Sub to Panavision as described above shall constitute a purchase
by M & F Worldwide of (i) common stock of Panavision, (ii) voting preferred
stock of Panavision or (iii) subordinated indebtedness of Panavision;
provided, however, that in the case of any such preferred stock or any such
subordinated indebtedness, such preferred stock or subordinated
indebtedness shall have arms-length terms and conditions reasonably
satisfactory to Chase; but provided, further that it shall not be a
condition to M&F Worldwide or M & F Worldwide Sub making available to
Panavision all or any portion of the Investment Contribution Amount that
there be prior agreement as to (x) the number of shares of such common
stock, (y) the number of shares or terms and conditions of such preferred
stock or (z) the terms and conditions of such subordinated indebtedness.
In connection with the payment of the Investment
Contribution Amount, M & F Worldwide represents and warrants that:
a. M & F Worldwide is a corporation duly organized, validly
existing and in good standing under the laws of Delaware;
b. None of the execution and delivery of this letter, the
consummation of the transactions herein contemplated or
compliance with the terms and conditions hereof by M & F
Worldwide shall 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;
c. M & F Worldwide has all necessary corporate power,
authority and legal right to execute, deliver and perform
its obligations as described in this letter and the
execution, delivery and performance by M & F Worldwide of
this letter has been duly authorized; and
d. This letter 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).
In addition, in connection with the payment of the
Investment Contribution Amount, M & F Worldwide agrees to the following:
a. Expenses. M & F Worldwide agrees to reimburse Panavision
for all reasonable costs and expenses of Panavision
(including, without limitation, the reasonable fees and
expenses of legal counsel) in connection with any default
by M & F Worldwide or enforcement or collection
proceeding against M & F Worldwide arising from the terms
described in this letter.
b. Amendment. M & F Worldwide will not amend, alter or waive
the terms of this letter without the consent of
Panavision and Chase.
c. Successors and Assigns. This letter shall be binding upon
the heirs, executors, administrators, successors and
assigns of M & F Worldwide, and shall inure to the
benefit of the respective heirs, executors,
administrators, successors and assigns of Chase and
Panavision; provided, however, that M & F Worldwide shall
not assign or transfer any of its rights or obligations
hereunder without the prior written consent of Chase;
provided, further that M & F Worldwide shall have the
right to cause M & F Worldwide Sub to make and hold the
investment contemplated by this letter.
d. Governing Law; Submission to Jurisdiction. This letter
shall be governed by, and construed in accordance with,
the law of the State of New York. M & F Worldwide hereby
submits to the nonexclusive jurisdiction of the United
States District Court for the Southern District of New
York and of the Supreme Court of the State of New York
sitting in New York County (including its Appellate
Division), and of any other appellate court in the State
of New York, for the purposes of all legal proceedings
arising out of or relating to this letter or the
transactions contemplated hereby.
e. WAIVER OF JURY TRIAL. M & F WORLDWIDE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER OR
THE TRANSACTIONS CONTEMPLATED HEREBY.
IN WITNESS WHEREOF, the undersigned, being a duly elected
officer of M & F Worldwide, has executed this letter 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
