Exhibit 99.12
Mafco Holdings Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxxx 0, 0000
Xxxxxx Xxxx Corporation
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Gentlemen:
Mafco Holdings Inc., a Delaware corporation ("Mafco"), and Pneumo
Abex Corporation, a Delaware corporation ("Pneumo Abex"), and M & F Worldwide
Corp., a Delaware corporation ("M & F Worldwide") hereby agree that Mafco, or
a wholly owned subsidiary of Mafco, will purchase from Pneumo Abex $11,420,000
principal amount of 9-5/8% Senior Subordinated Discount Notes Due 2006 of
Panavision (the "Notes"), on which there is approximately $372,498 of accrued
and unpaid interest, for an aggregate purchase price of $4,735,798 in cash.
In connection with the transactions contemplated by this letter
agreement (the "Letter Agreement"), Mafco represents and warrants that:
1. Mafco is a corporation duly organized, validly existing and in good
standing under the laws of Delaware;
2. None of the execution and delivery of this Letter Agreement, the
consummation of the transactions herein contemplated or compliance
with the terms and conditions hereof by Mafco will 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 Mafco, 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 Mafco is a party or by
which Mafco or any of its property is bound or to which it is
subject;
3. Mafco has all necessary corporate power, authority and legal right to
execute, deliver and perform its obligations as described in this
Letter Agreement and the execution, delivery and performance by Mafco
of this Letter Agreement has been duly authorized; and
4. This Letter Agreement has been duly and validly executed and
delivered by Mafco and constitutes the legal, valid and binding
obligation of Mafco, enforceable against Mafco 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 connection with the transactions contemplated by this Letter
Agreement, M & F Worldwide and Pneumo Abex (together, the "Companies")
represent and warrant that:
1. Each of the Companies is a corporation duly organized, validly
existing and in good standing under the laws of Delaware;
2. None of the execution and delivery of this Letter Agreement, the
consummation of the transactions herein contemplated or compliance
with the terms and conditions hereof by the Companies will 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 each of the Companies, 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 either of
the Companies is a party or by which either of the Companies or any
of their property is bound or to which it is subject;
3. Each of the Companies has all necessary corporate power, authority
and legal right to execute, deliver and perform their obligations as
described in this Letter Agreement and the execution, delivery and
performance by the Companies of this Letter Agreement has been duly
authorized;
4. This Letter Agreement has been duly and validly executed and
delivered by the Companies and constitutes the legal, valid and
binding obligation of the Companies, enforceable against each of the
Companies 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); and
5. The transfer of the Notes will effectively vest in Mafco good, valid
and marketable title to the Notes, free and clear of all Encumbrances
whatsoever, except for any Encumbrances arising under the Securities
Act of 1933 (the "Securities Act") or state securities laws. As used
in this Letter Agreement, the term "Encumbrances" shall mean any and
all liens, charges, security interests, options, claims, mortgages,
pledges, or agreements, obligations, understandings or arrangements
or other restrictions on title or transfer of any nature whatsoever.
Upon delivery of the Notes in exchange for $4,735,798 in cash, Mafco,
M & F Worldwide and Pneumo Abex shall execute and deliver a cross receipt in
the form attached hereto as Exhibit A.
If you are in agreement with the foregoing, please so indicate by
signing the enclosed duplicate copy of this Letter Agreement.
Very truly yours,
MAFCO HOLDINGS INC.
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
ACCEPTED AND AGREED TO:
M & F WORLDWIDE CORP.
By: /s/ Xxxxxx Xxxxxx
----------------------------
Name: Xxxxxx Xxxxxx
Title: Chairman of the Board of
Directors, President and Chief
Executive Officer
PNEUMO ABEX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and Assistant
Secretary
EXHIBIT A
CROSS RECEIPT
Mafco hereby acknowledges delivery of the Notes in satisfaction of M
& F Worldwide's obligations under the Letter Agreement.
MAFCO HOLDINGS INC.
By: /s/ Xxxx X. Xxxxxxx
----------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
M & F Worldwide hereby acknowledges delivery of $4,735,798 in
satisfaction of Mafco's obligations under the Letter Agreement.
M & F WORLDWIDE CORP.
By: /s/ Xxxxxx Xxxxxx
---------------------------
Name: Xxxxxx Xxxxxx
Title: Chairman of the Board of
Directors, President and Chief
Executive Officer
PNEUMO ABEX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and Assistant
Secretary
