EXHIBIT 4.11
EXECUTION COPY
SIXTH AMENDMENT
SIXTH AMENDMENT, dated as of March 25, 2003 (this "Amendment" or the "Sixth
Amendment"), with respect to the Credit Agreement, dated as of May 28, 1998 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"; unless otherwise defined herein, capitalized terms which are defined
in the Credit Agreement are used herein as defined therein), among PANAVISION
INC., a Delaware corporation (the "Borrower"), the several banks and other
financial institutions or entities from time to time parties thereto (the
"Lenders"), CREDIT SUISSE FIRST BOSTON, as documentation agent, and JPMORGAN
CHASE BANK, as administrative agent (in such capacity, the "Administrative
Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make,
and have made, certain loans and other extensions of credit to the Borrower; and
WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Lenders have agreed, that certain provisions of the Credit
Agreement be modified in the manner provided for in this Amendment;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and in consideration of the premises, the parties
hereto hereby agree as follows:
SECTION I AMENDMENTS
1.1. Amendments to Section 1.1. (a) The definition of "Applicable Margin"
in Section 1.1 of the Credit Agreement is hereby amended in its entirety,
effective from and after the date upon which the conditions to effectiveness set
forth in Section 2.1 of this Amendment are satisfied, to read as follows:
"Applicable Margin": for each Type of Loan, the rate per annum set
forth under the relevant column heading below:
Alternate Base Rate Eurodollar
Loans Loans
----- -----
Revolving Credit Loans 3.50% 4.50%
Tranche A Term Loans 3.50% 4.50%
Tranche B Term Loans 3.75% 4.75%
(b) Section 1.1 of the Credit Agreement is hereby further amended by
deleting the following definitions in their entirety and substituting in lieu
thereof the following:
"Consolidated EBITDA": for any period, for the Borrower and its
Subsidiaries, the sum of the following (without duplication): (a)
Consolidated Net Income for such period (calculated after eliminating
extraordinary gains and losses and unusual items) plus (b) income and other
taxes (to the extent deducted in determining Consolidated Net Income) for
such period plus (c) depreciation and amortization and other non-cash
charges (to the extent deducted in determining
2
Consolidated Net Income) for such period plus (d) the aggregate amount of
Consolidated Interest Expense for such period minus (e) the aggregate
amount of interest income for such period plus (f) the aggregate amount of
up-front or one-time fees or expenses payable in respect of Rate Hedging
Agreements during such period (to the extent deducted in determining
Consolidated Net Income for such period) plus (g) the amount of unrealized
foreign exchange losses (net of any gains) (or minus the amount of
unrealized foreign exchange gains (net of any losses)) plus (h) Transaction
Charges (to the extent deducted in determining Consolidated Net Income)
plus (i) the items set forth on Schedule 1.1B with respect to the 1998
second fiscal quarter of the Borrower plus (j) to the extent deducted in
determining Consolidated Net Income in such period, the amendment fees paid
or payable in such period in respect of the Third Amendment dated as of
March 15, 2002 to this Agreement plus (k) severance expenses for executive
officers of the Borrower accrued prior to March 31, 2003, in an aggregate
amount not to exceed $4,000,000. For purposes of this definition,
Consolidated EBITDA for the fiscal quarters ended June 30, 1997, September
30, 1997 and December 31, 1997 shall be $14,805,000, $21,663,000 and
$18,497,000, respectively.
(c) Section 1.1 of the Credit Agreement is hereby further amended by
inserting the following definitions in the appropriate alphabetical order:
"Extended Tranche A Term Loan": any Tranche A Term Loan held by an
Extending Tranche A Term Loan Lender, which shall amortize as provided in
Section 2.3(b).
"Extended Tranche A Term Loan Percentage": as to any Extending Tranche
A Term Loan Lender at any time, the percentage which the aggregate
principal amount of such Lender's Extended Tranche A Term Loans then
outstanding constitutes of the aggregate principal amount of all Extended
Tranche A Term Loans then outstanding.
"Extended Tranche B Term Loan": any Tranche B Term Loan held by an
Extending Tranche B Term Loan Lender, which shall amortize as provided in
Section 2.3(d).
"Extended Tranche B Term Loan Percentage": as to any Extending Tranche
B Term Loan Lender at any time, the percentage which the aggregate
principal amount of such Lender's Extended Tranche B Term Loans then
outstanding constitutes of the aggregate principal amount of all Extended
Tranche B Term Loans then outstanding.
"Extending Tranche A Term Loan Lender": each Lender that holds an
Extended Tranche A Term Loan, as set forth in Schedule 1.1A.
"Extending Tranche B Term Loan Lender": each Lender that holds an
Extended Tranche B Term Loan, as set forth in Schedule 1.1A.
"Line of Credit Agreement": the Line of Credit Agreement, dated as of
February 3, 2003, between the Borrower and MacAndrews & Forbes Holdings
Inc., as it may be amended from time to time to the extent permitted by
Section 7.9.
"Non-Extended Tranche A Term Loan": any Tranche A Term Loan held by a
Non-Extending Tranche A Term Loan Lender, which shall amortize as provided
in Section 2.3(a).
"Non-Extended Tranche A Term Loan Percentage": as to any Non-Extending
Tranche A Term Loan Lender at any time, the percentage which the aggregate
principal amount of such
3
Lender's Non-Extended Tranche A Term Loans then outstanding constitutes of
the aggregate principal amount of all Non-Extended Tranche A Term Loans
then outstanding.
"Non-Extended Tranche B Term Loan": any Tranche B Term Loan held by a
Non-Extending Tranche B Term Loan Lender, which shall amortize as provided
in Section 2.3(c).
"Non-Extended Tranche B Term Loan Percentage": as to any Non-Extending
Tranche B Term Loan Lender at any time, the percentage which the aggregate
principal amount of such Lender's Non-Extended Tranche B Term Loans then
outstanding constitutes of the aggregate principal amount of all
Non-Extended Tranche B Term Loans then outstanding.
"Non-Extending Tranche A Term Loan Lender": each Tranche A Term Loan
Lender that holds a Non-Extended Tranche A Term Loan, as set forth in
Schedule 1.1A.
"Non-Extending Tranche B Term Loan Lender": each Tranche B Term Loan
Lender that holds a Non-Extended Tranche B Term Loan, as set forth in
Schedule 1.1A.
"Series C Perpetual Preferred Stock": perpetual preferred stock of the
Borrower, the terms and conditions of which are substantially as set forth
in Exhibit A hereto.
1.2. Amendment to Section 2.3. Section 2.3 of the Credit Agreement is
hereby amended by deleting such Section in its entirety and substituting in lieu
thereof the following:
2.3 Repayment of Term Loans. (a) The Non-Extended Tranche A Term Loan
of each Non-Extending Tranche A Term Loan Lender shall mature in
consecutive quarterly installments as set forth on Schedule 2.3 under
"Non-Extended Tranche A Term Loans", each of which shall be in an amount
equal to such Lender's Non-Extended Tranche A Term Loan Percentage
multiplied by the amount set forth on Schedule 2.3 under "Non-Extended
Tranche A Term Loans".
(b) The Extended Tranche A Term Loan of each Extending Tranche A Term
Loan Lender shall mature in consecutive quarterly installments as set forth
on Schedule 2.3 under "Extended Tranche A Term Loans", each of which shall
be in an amount equal to such Lender's Extended Tranche A Term Loan
Percentage multiplied by the amount set forth on Schedule 2.3 under
"Extended Tranche A Term Loans".
(c) The Non-Extended Tranche B Term Loan of each Non-Extending Tranche
B Term Loan Lender shall mature in consecutive quarterly installments as
set forth on Schedule 2.3 under "Non-Extended Tranche B Term Loans", each
of which shall be in an amount equal to such Lender's Non-Extended Tranche
B Term Loan Percentage multiplied by the amount set forth on Schedule 2.3
under "Non-Extended Tranche B Term Loans".
(d) The Extended Tranche B Term Loan of each Extending Tranche B Term
Loan Lender shall mature in consecutive quarterly installments as set forth
on Schedule 2.3 under "Extended Tranche B Term Loans", each of which shall
be in an amount equal to such Lender's Extended Tranche B Term Loan
Percentage multiplied by the amount set forth on Schedule 2.3 under
"Extended Tranche B Term Loans".
1.3. Waiver of Section 2.10. The Required Lenders hereby waive any
requirement of the Borrower to prepay the Term Loans and reduce the Revolving
Commitments under Section 2.10(a) of the
4
Credit Agreement with, and only with, proceeds received from the issuance of the
Series C Perpetual Preferred Stock pursuant to Section 2.1(d) herein.
1.4. Amendment to Section 7.1. Section 7.1 of the Credit Agreement is
hereby amended by deleting such Section in its entirety and substituting in lieu
thereof the following:
7.1 Financial Condition Covenants.
(a) Consolidated Total Leverage Ratio. Permit the Consolidated Total
Leverage Ratio as at the last day of any fiscal quarter which day shall
occur during the following periods to exceed the following respective
ratios:
Consolidated Total
Period Leverage Ratio
------ --------------
October 1, 2001 to December 31, 2001 6.75 to 1.00
January 1, 2002 to June 30, 2002 8.50 to 1.00
July 1, 2002 to September 30, 2002 7.00 to 1.00
October 1, 2002 to December 31, 2002 6.50 to 1.00
January 1, 2003 to June 30, 2003 6.00 to 1.00
July 1, 2003 to September 30, 2003 5.50 to 1.00
October 1, 2003 and thereafter 5.00 to 1.00
(b) Consolidated Interest Coverage Ratio. Permit the Consolidated
Interest Coverage Ratio for any period of four consecutive fiscal quarters
of the Borrower ending with any fiscal quarter set forth below to be less
than the ratio set forth below opposite such fiscal quarter:
Consolidated Interest
Fiscal Quarter Coverage Ratio
-------------- ---------------------
March 31, 2002 2.00 to 1.00
June 30, 2002 2.00 to 1.00
September 30, 2002 2.00 to 1.00
December 31, 2002 2.00 to 1.00
March 31, 2003 1.75 to 1.00
June 30, 2003 1.75 to 1.00
September 30, 2003 2.00 to 1.00
December 31, 2003 and each quarter thereafter 2.50 to 1.00
(c) Consolidated EBITDA. Permit Consolidated EBITDA for any period of
four consecutive fiscal quarters of the Borrower ending with any fiscal
quarter set forth below to be less than the amount set forth below opposite
such fiscal quarter:
Fiscal Quarter Amount
-------------- ------
March 31, 2002 $60,000,000
June 30, 2002 $55,000,000
September 30, 2002 $65,000,000
December 31, 2002 $68,500,000
March 31, 2003 $62,000,000
5
June 30, 2003 $62,000,000
September 30, 2003 $62,000,000
December 31, 2003 and each quarter thereafter $65,000,000
1.5. Waiver and Amendment to Section 7.2. The Required Lenders hereby waive
any noncompliance by the Borrower with subsection (l) of Section 7.2 prior to
the date hereof. Furthermore, Section 7.2(l) of the Credit Agreement is hereby
amended by deleting the dollar amount "$3,000,000" contained therein and
substituting in lieu thereof the dollar amount "$6,200,000".
1.6. Amendment to Section 7.6. Section 7.6 of the Credit Agreement is
hereby amended by deleting the dollar amount "3,000,000" contained in clause
(ii) therein and substituting in lieu thereof the dollar amount "3,750,000".
1.7. Waiver and Amendment to Section 7.8. The Required Lenders hereby waive
any noncompliance by the Borrower with subsection (n) of Section 7.8 prior to
the date hereof. Furthermore, Section 7.8(n) of the Credit Agreement is hereby
amended by deleting the dollar amount "$3,000,000" contained therein and
substituting in lieu thereof the dollar amount "$6,200,000".
1.8. Amendment to Section 7.9. Section 7.9 of the Credit Agreement is
hereby amended by (i) deleting the term "or" immediately prior to clause (c)
therein and substituting in lieu thereof ",", (ii) deleting the "." at the end
of such Section and substituting in lieu thereof the following:
", or (d) amend, modify or waive the Line of Credit Agreement in any
manner that would (i) shorten its maturity prior to March 31, 2004 or (ii)
increase the rate of interest payable thereunder."
1.9. Amendment to Schedule 1.1A of the Credit Agreement. Schedule 1.1A of
the Credit Agreement is hereby amended by deleting such schedule in its entirety
and substituting in lieu thereof Schedule 1.1A attached hereto.
1.10. Schedule 2.3 to the Credit Agreement. Schedule 2.3 attached hereto is
hereby inserted as a schedule to the Credit Agreement.
1.11. Amendment to Section 1.4 of the Fifth Amendment. Section 1.4 of the
Fifth Amendment, dated as of September 30, 2002, to the Credit Agreement, is
hereby amended by deleting (i) the proviso contained in the first sentence
thereof and (ii) the second sentence thereof. For the avoidance of doubt, upon
the satisfaction of the conditions precedent in Section 2.1 of this Amendment,
no Default or Event of Default shall occur as a result of any noncompliance with
Section 7.1(c) of the Credit Agreement for the period ended September 30, 2002.
1.12. Acknowledgment with respect to Section VIII(q). The Required Lenders
hereby acknowledge and agree that, upon the satisfaction of the conditions
precedent set forth in Section 2.1 herein, the Borrower and its Subsidiaries
shall have reduced outstanding Indebtedness in such manner and amount as is
acceptable to the Required Lenders and shall have therefore satisfied clause
(ii) of Section VIII(q).
1.13. Extended Tranche A Term Loans; Extended Tranche B Term Loans. It is
understood that (a) the respective amounts of the Extended Tranche A Term Loan
of each Extending Tranche A Term Lender, the Non-Extended Tranche A Term Loan of
each Non-Extending Tranche A Term Loan Lender, the Extended Tranche B Term Loan
of each Extending Tranche B Term Loan Lender and the Non-Extended Tranche B Term
Loan of each Non-Extending Tranche B Term Loan Lender shall be identified
6
in Schedule 1.1A and (b) no such Extended Tranche A Term Loan or Extended
Tranche B Term Loan shall be deemed to have been established unless the
aggregate principal amount of the portion of the Tranche A Term Loans and the
Tranche B Term Loans which had its amortization extended pursuant to the Sixth
Amendment equals $20,000,000 in the aggregate. The parties hereto acknowledge
and agree that the fees provided for in Section 2.1(f) of this Amendment shall
not be payable if Extended Tranche A Term Loans and Extended Tranche B Term
Loans are deemed to not have been established.
SECTION II MISCELLANEOUS
2.1. Conditions to Effectiveness of Amendment. This Amendment shall become
effective as of the date first set forth above upon satisfaction of the
following conditions:
(a) the Administrative Agent shall have received counterparts of this
Amendment duly executed and delivered by the Borrower, the Administrative
Agent, each Extending Tranche A Term Loan Lender, each Extending Tranche B
Term Loan Lender and the Required Lenders;
(b) the Administrative Agent shall have received, for the account of
each Lender executing this Amendment on or prior to March 25, 2003 an
amendment fee equal to 0.250% of the sum of each such executing Lender's
Revolving Credit Commitment and Term Loans then outstanding (in respect of
each such Lender, an "Amendment Fee");
(c) the Equity Investor or an Affiliate thereof shall have contributed
Senior Subordinated Notes in an aggregate principal amount of no less than
$90,000,000 to the Borrower in exchange for Series C Perpetual Preferred
Stock, and such Senior Subordinated Notes shall have been delivered to the
trustee in respect of the Senior Subordinated Note Indenture for
cancellation;
(d) the Equity Investor or an Affiliate thereof shall have contributed
cash to the Borrower in an amount of no less than $10,000,000 in exchange
for Series C Perpetual Preferred Stock;
(e) the Line of Credit Agreement shall (i) have been amended with
respect to its maturity as set forth in Exhibit B to this Amendment and
(ii) conform to the other terms set forth in such Exhibit B; and
(f) the Borrower shall have paid to (i) each Extending Tranche A Term
Loan Lender a fee in an amount equal to 10.0% of the portion (and only that
portion) of the Tranche A Term Loan held by such Lender which had its
amortization extended pursuant to the Sixth Amendment and (ii) each
Extending Tranche B Term Loan Lender a fee in an amount equal to 10.0% of
the portion (and only that portion) of the Tranche B Term Loan held by such
Lender which had its amortization extended pursuant to the Sixth Amendment.
2.2. Representations and Warranties. The Borrower represents and warrants
to each Lender that as of the effective date of this Amendment: (a) this
Amendment constitutes the legal, valid and binding obligation of the Borrower,
enforceable against it in accordance with its terms, except as such enforcement
may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or similar laws affecting creditors' rights generally, by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law) and an implied covenant of good faith and fair dealing; (b) the
representations and warranties made by the Loan Parties in the Loan Documents
are true and correct in all material respects on and as of the date hereof
(except to the extent that such representations and warranties are expressly
stated to relate to an earlier date, in which case such
7
representations and warranties shall have been true and correct in all material
respects on and as of such earlier date); and (c) no Default or Event of Default
shall have occurred and be continuing as of the date hereof.
2.3. Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Amendment signed by all the parties shall be lodged with the Borrower and the
Administrative Agent. The execution and delivery of the Amendment by any Lender
shall be binding upon each of its successors and assigns (including Transferees
of its commitments and Loans in whole or in part prior to effectiveness hereof)
and binding in respect of all of its commitments and Loans, including any
acquired subsequent to its execution and delivery hereof and prior to the
effectiveness hereof.
2.4. Continuing Effect; No Other Amendments. Except to the extent the
Credit Agreement is expressly modified hereby, all of the terms and provisions
of the Credit Agreement and the other Loan Documents are and shall remain in
full force and effect. This Amendment shall constitute a Loan Document.
2.5. Payment of Expenses. The Borrower agrees to pay and reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred to date in connection with this Amendment and the other Loan Documents,
including, without limitation, the reasonable fees and disbursements of legal
counsel to the Administrative Agent.
2.6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
PANAVISION INC.
By: /S/ XXXXX XXXXXXX
-----------------------------------
Name: Xxxxx Xxxxxxx
Title: Executive Vice President
Chief Financial Officer
JPMORGAN CHASE BANK, as
Administrative Agent and as a Lender
By: /S/ XXXX X. XXXXXX
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
CREDIT SUISSE FIRST BOSTON, as
Documentation Agent and as a Lender
By: /S/ SO XXXXX DAY-XXXXX
-----------------------------------
Name: So Xxxxx Day-Xxxxx
Title: Vice President
By: /S/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Associate
Archimedes Funding, LLC,
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ XXXX XXXXXX XXXXXX
---------------------------------
Name: Xxxx Xxxxxx Xxxxxx
Title: Managing Director
Archimedes Funding III, Ltd.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ XXXX XXXXXX XXXXXX
---------------------------------
Name: Xxxx Xxxxxx Xxxxxx
Title: Managing Director
Can Partners Investments IV, LLC
By: /s/ XXXXXXXX X. XXXXX
---------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Managing Director
Credit Agricole Indosuez
By: /s/ XXXX XXXXX
---------------------------------
Name: Xxxx Xxxxx
Title: Vice President
By: /s/ XXXXXX X. CATARINA
---------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
Crescent/Mach I Partners, L.P.,
By: TCW Asset Management Company
its Investment Manager
By: /s/ XXXX X. GOLD
------------------------------
Name: Xxxx X. Gold
Title: Managing Director
By: /s/ XXXXXXX X. XXXXX
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
CSAM Funding I
By: /s/ XXXXXX X. XXXXXXX
------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
Xxxxx Xxxxx Institution Senior Loan Fund
By: Xxxxx Xxxxx Management
As Investment Advisor
By: /S/ PAYSON X. XXXXXXXXX
------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
Xxxxx Xxxxx Senior Income Trust
By: Xxxxx Xxxxx Management
As Investment Advisor
By: /S/ PAYSON X. XXXXXXXXX
------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
Xxxxx Xxxxx CDO III, Ltd.
By: Xxxxx Xxxxx Management
As Investment Advisor
By: /S/ PAYSON X. XXXXXXXXX
------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
First Dominion Funding I
By: /s/ XXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
First Dominion Funding II
By: /s/ XXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
First Dominion Funding III
By: /s/ XXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
Galaxy CLO 1999-1 Ltd
By: /s/ XXXXXX X. OH
---------------------------------
Name: Xxxxxx X. Oh
Title: Authorized Agent
General Electric Capital Corporation
By: /s/ XXXXX X. XXXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Duly Authorized Signatory
General Electric Capital Corporation
By: /s/ XXXXX XXXXXXXXX
---------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Sr. Risk Manager
Xxxxxxx & Co
By: Boston Management and Research
As Investment Advisor
By: /S/ PAYSON X. XXXXXXXXX
-------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
ING Prime Rate Trust
By: ING Investments, LLC
as its Investment Manager
By: /s/ XXXXX X. XXXXXX
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
KZH Crescent - 2 LLC
By: /s/ XXXXXX XXXXXXX
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
KZH ING - 2 LLC
By: /s/ XXXXXX XXXXXXX
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
KZH Soleil LLC
By: /s/ XXXXXX XXXXXXX
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
Lloyds TSB Bank plc
By: /s/ XXXXXXXX X. XXXXX
-----------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President Credit Services
B-499
By: /s/ XXXXXXX X.X. XXXXXXX
-----------------------------------------
Name: Xxxxxxx X.X. Xxxxxxx
Title: Assistant Director Credit Services
P-002
ML CLO XV Pilgrim America (Cayman) Ltd,
By : ING Investments, LLC as its
investment manager
By: /s/ XXXXX X. XXXXXX
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Xxxxxx Xxxxxxx Prime Income Trust
By: /s/ XXXXXX X. XXXXXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Director
Natexis Banques Populaires
By: /s/ XXXXX X. XXXXXX, XX.
-----------------------------------------
By: Xxxxx X. Xxxxxx, Xx.
Title: Vice President & Group Manager
By: /s/ XXXXXX X. XXXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
Oxford Strategic Income Fund
By: Xxxxx Xxxxx Management
As Investment Advisor
By: /S/ PAYSON X. XXXXXXXXX
-----------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
Pilgrim America High Income Investments Ltd.
By: ING Investments, LLC
as its Investment Manager
By: /s/ XXXXX X. XXXXXX
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Satellite Senior Income Fund, LLC
By: /s/ XXXXX XXXX
-----------------------------------
Name: Xxxxx Xxxx
Title: Principal
Senior Debt Portfolio
By: Boston Management and Research
As Investment Advisor
By: /S/ PAYSON X. XXXXXXXXX
-----------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
Sequils - Pilgrim I, Ltd.
By: ING Investments, LLC
as its Investment Manager
By: /s/ XXXXX X. XXXXXX
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
U.S. Bank National Association
By: /S/ XXXX XXXXXX
-------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
Xxx Xxxxxx CLO I, Limited
By: Xxx Xxxxxx Investment Advisory Corp
as Collateral Manager
By: /s/ XXXXXXX X. XXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Xxx Xxxxxx Prime Rate Income Trust
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ XXXXXXX X. XXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Xxx Xxxxxx Senior Floating Rate Fund
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ XXXXXXX X. XXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Xxx Xxxxxx Senior Income Trust
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ XXXXXXX X. XXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
THE UNDERSIGNED GUARANTORS HEREBY CONSENT AND AGREE TO THE FOREGOING
AMENDMENT AS OF THE DATE HEREOF.
PANAPAGE ONE LLC
By: /S/ XXXXXXX XXXXXXXX
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President and Assistant Secretary
PANAPAGE TWO LLC
By: /S/ XXXXXXX XXXXXXXX
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President and Assistant Secretary
PANAPAGE CO. LLC
By: /S/ XXXXXXX XXXXXXXX
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President and Assistant Secretary
PANAVISION INTERNATIONAL, L.P.
By: Panavision Inc., its General Partner
By: /S/ XXXXXXX XXXXXXXX
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President and Assistant Secretary
PANAVISION U.K. HOLDINGS, INC.
By: /S/ XXXXXXX XXXXXXXX
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Controller
PANAVISION REMOTE SYSTEMS, INC.
By: /S/ XXXX XXXXXXXX
-----------------------------------------
Name: Xxxx Xxxxxxxx
Title: President
LAS PALMAS PRODUCTIONS, INC.
By: /S/ XXXX X. XXXXXXX
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
Exhibit A
SERIES C CUMULATIVE PAY-IN-KIND PREFERRED STOCK
Issuer.................................. Panavision Inc. (the "Company").
Security................................ Shares of newly-issued Series C Cumulative Pay-In-Kind Preferred Stock (the "Preferred
Stock").
Liquidation Preference.................. Per share liquidation preference of $1,000 plus declared and unpaid dividends.
Mandatory Redemption.................... None.
Dividends............................... Cumulative dividends at a rate of 10% per share of Preferred Stock per annum (the
"stated dividend"), payable at the option of the Company in cash, additional shares of
Preferred Stock or a combination thereof, quarterly on each March 31, June 30, September
30 and December 31, prior to the payment of any dividends in respect of such quarter on
junior securities.
Conversion Rights....................... None.
Ranking................................. The Preferred Stock will rank, with respect to dividend rights and rights upon
liquidation, winding up or dissolution, senior to the common stock, Series A Preferred
Stock and Series B Preferred Stock of the Company.
Voting Rights........................... Non-voting.
Merger, Consolidation and
Sale of Assets.......................... The Company may not consolidate or merge with, or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its assets (each such transaction is
referred to as a "Fundamental Transaction") to any person unless (x) in the case of a
consolidation or merger, the Company is the surviving entity and the Preferred Stock
remains outstanding following such transaction or (y) if the Company is not the
surviving entity, in the case of a consolidation or merger, or is the transferor of all
or substantially all of its assets, the transferee of assets or the surviving entity, as
the case may be, assumes the obligation to exchange the Preferred Stock for securities
of such surviving entity or the Company, as the case may be, having the same rights,
powers and preferences as the Preferred Stock had immediately prior to such transaction;
provided that in the event of a Change of Control (as defined in the Panavision
Indenture), then the holders of the Preferred Stock will receive an amount in cash equal
to the Liquidation Preference of the Preferred Stock plus accrued but unpaid dividends.
The Company's obligation to redeem the Preferred Stock pursuant to this provision only
becomes operative after the Company has (i) first complied with Section 4.08 of the
Panavision Indenture, including the purchase of any Panavision Notes tendered pursuant
thereto and (ii) any applicable provisions of the Credit Agreement among the Company, XX
Xxxxxx Xxxxx Bank as Administrative Agent, and the lenders party thereto, dated as of
May 28, 1998.
Transfer Restrictions................... None.
Registration Rights..................... The holder of the Preferred Stock will have unlimited demand and piggyback registration
rights with respect to the Preferred Stock, at the Company's expense, in each case
subject to customary cutbacks and blackout periods.
Exhibit B
LINE OF CREDIT AGREEMENT:
CERTAIN TERMS
Borrower: Panavision Inc.
Interest Rate: The sum of (i) the three-month London Interbank Offered Rate published
in the Wall Street Journal on the day of the relevant borrowing and
(ii) the Applicable Margin for Revolving Credit Loans bearing interest
at the rate for Eurodollar Loans under (and as each such term is
defined in) the Credit Agreement, dated as of May 28, 1998, as now and
hereafter amended, among the Borrower, the several banks and other
financial institutions or entities from time to time parties thereto,
Credit Suisse First Boston, as documentation agent, and JPMorgan Chase
Bank, as administrative agent
Interest Payment Date: The "Maturity Date" or, if earlier, the date upon which the commitment
of the lender thereunder shall terminate in accordance with the terms
thereof
Facility: Revolving credit facility
Ranking; security: Senior, unsecured debt of Panavision Inc.
Maturity Date: March 31, 2004
Schedule 1.1A
COMMITMENTS: LENDING OFFICES AND ADDRESSES
REVOLVING COMMITMENTS
Name of Lender and Information for Notices Revolving Commitment
------------------------------------------ --------------------
JPMorgan Chase $12,105,263.25
ABN AMRO Bank N.V. $9,473,684.20
Canpartners Investments IV LLC $8,672,824.75
Credit Agricole Indosuez $6,842,105.26
Credit Suisse First Boston $7,894,736.82
CSAM Funding I $2,631,578.95
Xxxxx Xxxxx CDO III, Ltd. $902,258.69
Xxxxx Xxxxx Xxxxxxxxxxxx.Xx.Xxxx Fd $240,604.57
General Electric Capital Corp. $5,263,157.89
General Electric Capital Corp. $14,736,842.09
Xxxxxxx and Co $2,105,269.23
Lloyds TSB Bank, PLC $5,263,157.89
Natexis Banque Populaires $6,315,789.47
Oxford Strategic Income Fund $300,736.45
Satellite Senior Income Fund, LLC $11,327,175.23
Senior Debt Portfolio $661,657.37
U.S. Bank National Association $5,263,157.89
TOTAL: $100,000,000.00
TRANCHE A TERM LOAN COMMITMENTS
Name of Lender Extended Tranche A Term Loan Commitment
-------------- ---------------------------------------
JPMorgan Chase $4,198,399.68
Canpartners Investments IV LLC $3,007,946.61
Credit Suisse First Boston $2,738,086.79
First Dominion Funding II $912,695.57
Xxxxxxx and Co $730,158.61
Lloyds TSB Bank, PLC $630,434.78
Natexis Banque Populaires $2,190,469.41
TOTAL: $14,408,191.45
Name of Lender Non-Extended Tranche A Term Loan Commitment
-------------- -------------------------------------------
ABN AMRO Bank N.V. $3,285,704.14
Credit Agricole Indosuez $2,373,008.54
Xxxxx Xxxxx CDO III, Ltd. $312,925.28
Xxxxx Xxxxx Xxxxxxxxxxxx.Xx.Xxxx Fd $83,447.53
General Electric Capital Corp. $1,825,391.21
General Electric Capital Corp. $5,111,095.27
Lloyds TSB Bank, PLC $1,194,956.41
Oxford Strategic Income Fund $104,302.71
Satellite Senior Income Fund, LLC $3,928,539.91
Senior Debt Portfolio $229,478.83
U.S. Bank National Association $1,825,391.19
TOTAL: $20,274,241.02
TRANCHE B TERM LOAN COMMITMENTS
Name of Lender Extended Tranche B Term Loan Commitment
--------------- ---------------------------------------
Archimedes Funding III, Ltd. $1,986,417.64
Archimedes Funding, L.L.C. $6,996,283.78
Crescent/Mach I Partners, L.P. $2,332,094.54
CSAM Funding I $1,732,233.52
First Dominion Funding I $9,328,389.72
First Dominion Funding II $1,286,802.04
First Dominion Funding III $1,764,343.38
Galaxy CLO 1999-1, Ltd. $1,989,795.92
Xxxxxxx and Co $1,976,351.34
ING Prime Rate Trust $13,992,567.56
KZH Crescent 2 LLC $4,664,189.23
KZH Soleil LLC $5,006,487.86
ML CLO XV Pilgrim Amer(Cayman),Ltd $4,664,189.23
Xxxxxx Xxxxxxx Prime Income Trust $4,387,499.97
Pilgrim America High Income Investments Ltd. $4,664,189.23
SEQUILS - Pilgrim I, Ltd. $4,664,189.23
Xxx Xxxxxx CLO I, Limited $17,257,500.02
Xxx Xxxxxx Prime Rate Income Trust $1,964,584.59
Xxx Xxxxxx Senior Floating Rate Fund $993,208.84
Xxx Xxxxxx Senior Income Trust $1,986,417.64
TOTAL: $93,637,735.28
Name of Lender Non-Extended Tranche B Term Loan Commitment
--------------- -------------------------------------------
Xxxxx Xxxxx Institutionl. Sr. Loan Fd $932,837.87
General Electric Capital Corp. $5,130,608.09
KZH ING-2 LLC $4,664,189.23
Satellite Senior Income Fund, LLC $11,427,263.58
Senior Debt Portfolio $21,455,270.24
Senior Income Trust $2,677,771.55
TOTAL: $46,287,940.56
Schedule 2.3
AMORTIZATION SCHEDULE
Non-Extended Tranche A Term Loans
Installment Principal Amount
----------- ----------------
March 31, 2003 $3,495,558.80
June 30, 2003 $4,194,670.55
September 30, 2003 $4,194,670.55
December 31, 2003 $4,194,670.55
March 31, 2004 $4,194,670.55
Extended Tranche A Term Loans
Installment Principal Amount
----------- ----------------
March 31, 2003 $191,581.88
June 30, 2003 $229,898.26
September 30, 2003 $229,898.26
December 31, 2003 $229,898.26
March 31, 2004 $13,526,914.80
Non-Extended Tranche B Term Loans
Installment Principal Amount
----------- ----------------
March 31, 2003 $79,124.68
June 30, 2003 $1,661,618.38
September 30, 2003 $1,661,618.38
December 31, 2003 $1,661,618.38
March 31, 2004 $1,661,618.38
June 30, 2004 $9,890,585.58
September 30, 2004 $9,890,585.58
December 31, 2004 $9,890,585.58
March 31, 2005 $9,890,585.58
Extended Tranche B Term Loans
Installment Principal Amount
----------- ----------------
March 31, 2003 $12,344.34
June 30, 2003 $259,231.21
September 30, 2003 $259,231.21
December 31, 2003 $259,231.21
March 31, 2004 $12,815,444.92
June 30, 2004 $20,008,063.07
September 30, 2004 $20,008,063.07
December 31, 2004 $20,008,063.07
March 31, 2005 $20,008,063.07
