Exhibit 19
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M & F Worldwide Corp.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
December 3, 2002
Panavision Inc.
0000 Xx Xxxx Xxxxxx
Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000
Re: Termination of Registration Rights Agreement
Gentlemen:
Reference is hereby made to the Registration Rights
Agreement, dated as of June 5, 1998 (the "Registration Rights Agreement"), as
amended, between M & F Worldwide Corp., a Delaware corporation ("M & F
Worldwide") and Panavision Inc., a Delaware corporation ("Panavision")
(formerly between Panavision and PX Holding Corporation, a Delaware
corporation).
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 M & F Worldwide nor Panavision (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,
M & F WORLDWIDE CORP.
By: /s/ Xxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxx
Title: Chairman of the Board of
Directors, President and Chief
Executive Officer
ACCEPTED AND AGREED:
PANAVISION INC.
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President and
General Counsel
