Exhbit 1
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
PVI Acquisition Corp.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
PX Holding Corporation, a Delaware corporation ("PX Holding") and a
wholly owned subsidiary of Mafco Holdings Inc., a Delaware corporation, M & F
Worldwide Corp., a Delaware corporation ("M & F Worldwide"), and PVI
Acquisition Corp., a Delaware corporation ("PVI Acquisition") and a wholly
owned subsidiary of M & F Worldwide, hereby agree that PX Holding will
purchase from PVI Acquisition 7,320,225 shares of common stock, par value $.01
per share, of Panavision Inc., a Delaware corporation (the "Panavision Common
Stock"), for an aggregate purchase price of (i) $80,000,000 in cash, (ii)
1,500,000 shares of common stock, par value $.01 per share, of M & F Worldwide
(the "M & F Worldwide Common Stock") and (iii) 6,182,153 shares of Series B
Non-Cumulative Perpetual Participating Preferred Stock, par value $.01 per
share, of M & F Worldwide (the "M & F Worldwide Series B Preferred Stock").
In connection with the transactions contemplated by this letter
agreement (this "Letter Agreement"), PX Holding represents and warrants that:
1. PX Holding 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 PX Holding
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
PX Holding, 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 PX Holding is a party or by
which PX Holding or any of its property is bound or to which it
is subject;
3. PX Holding 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 PX Holding of this Letter Agreement has been
duly authorized;
4. This Letter Agreement has been duly and validly executed and
delivered by PX Holding and constitutes the legal, valid and
binding obligation of PX Holding, enforceable against PX
Holding 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 M & F Worldwide Common Stock and the M & F
Worldwide Series B Preferred Stock will effectively vest in PVI
Acquisition good, valid and marketable title to the M & F
Worldwide Common Stock and the M & F Worldwide Series B
Preferred Stock, 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.
In connection with the transactions contemplated by this Letter
Agreement, M & F Worldwide and PVI Acquisition (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 each of 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 Panavision Common Stock will effectively
vest in PX Holding good, valid and marketable title to the
Panavision Common Stock, free and clear of all Encumbrances
whatsoever, except for any Encumbrances arising under the
Securities Act or state securities laws.
Upon delivery of the 7,320,225 shares of Panavision Common Stock in
exchange for (i) $80,000,000 in cash, (ii) 1,500,000 shares of M & F Worldwide
Common Stock and (iii) 6,182,153 shares of M & F Worldwide Series B Preferred
Stock, PX Holding, M & F Worldwide and PVI Acquisition 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,
PX Holding Corporation
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
PVI ACQUISITION CORP.
By: /s/ Xxxxxx Xxxxxx
------------------------
Name: Xxxxxx Xxxxxx
Title: Vice Chairman of the Board of Directors
EXHIBIT A
CROSS RECEIPT
PX Holding hereby acknowledges delivery of 7,320,225 shares of
Panavision Common Stock in satisfaction of PVI Acquisition's and M & F
Worldwide's obligations under the Letter Agreement.
PX Holding Corporation
By: /s/ Xxxx X. Xxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
PVI Acquisition and M & F Worldwide hereby acknowledge delivery of
(i) $80,000,000 in cash, (ii) 1,500,000 shares of M & F Worldwide Common Stock
and (iii) 6,182,153 shares of M & F Worldwide Series B Preferred Stock in
satisfaction of PX Holding's obligations under the Letter Agreement.
PVI ACQUISITION CORP.
By: /s/ Xxxxxx Xxxxxx
----------------------
Name: Xxxxxx Xxxxxx
Title: Vice Chairman of the Board of Directors
M&F WORLDWIDE CORP.
By: /s/ Xxxxxx Xxxxxx
------------------------------
Name: Xxxxxx Xxxxxx
Title: Chairman of the Board of
Directors, President and Chief
Executive Officer
