Exhibit 99.3
Mafco Holdings Inc.
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
Gentlemen:
Mafco Holdings Inc., a Delaware corporation ("Mafco"), and M & F
Worldwide Corp., a Delaware corporation ("M & F Worldwide"), hereby agree that
Mafco, or a wholly owned subsidiary of Mafco, will deliver to M & F Worldwide
666,667 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 exchange for (i) 1,381,690 shares of Series A
Non-Cumulative Perpetual Participating Preferred Stock, par value $.01 per
share, of Panavision Inc., a Delaware corporation (the "Panavision Series A
Preferred Stock"), and (ii) $976,250 in cash.
In connection with the transactions contemplated by this letter
agreement (this "Letter Agreement"), Xxxxx 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;
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); and
5. The transfer of the M & F Worldwide Series B Preferred Stock will
effectively vest in M & F Worldwide good, valid and marketable title
to 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 represents and warrants that:
1. M & F Worldwide 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 M & F Worldwide 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 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;
3. M & F Worldwide 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 M & F Worldwide of this Letter Agreement has been duly
authorized;
4. This Letter Agreement 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); and
5. The transfer of the Panavision Series A Preferred Stock will
effectively vest in Mafco good, valid and marketable title to the
Panavision Series A Preferred 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 666,667 shares M & F Worldwide Series B
Preferred Stock in exchange for (i) 1,381,690 shares of Panavision Series A
Preferred Stock and (ii) $976,250 in cash, Mafco and M & F Worldwide 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
EXHIBIT A
CROSS RECEIPT
Mafco hereby acknowledges delivery of (i) 1,381,690 shares of
Panavision Series A Preferred Stock and (ii) $976,250 in cash 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 666,667 shares M & F
Worldwide Series B Preferred Stock 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
