FIRST AMENDMENT
TO
VOTING AND STOCKHOLDERS AGREEMENT
BY AND AMONG
WARBURG, ▇▇▇▇▇▇ CAPITAL COMPANY, L.P.
PANAVISION INC.
AND
MAFCO HOLDINGS INC.
DATED AS OF MARCH 16, 1998
FIRST AMENDMENT TO VOTING AND STOCKHOLDERS AGREEMENT, dated as of March 16,
1998 (this 'First Amendment'), by and among Warburg, ▇▇▇▇▇▇ Capital Company,
L.P., a Delaware limited partnership ('Warburg'), Panavision Inc., a Delaware
corporation (the 'Company') and Mafco Holdings Inc., a Delaware corporation (the
'Purchaser').
WHEREAS, Warburg, the Company and Purchaser, have previously entered into a
Voting and Stockholders Agreement, dated as of December 18, 1997 (the
'Stockholders Agreement') and now wish to provide for certain amendments and
modifications to the Stockholders Agreement;
WHEREAS, except as amended by this First Amendment, the Stockholders
Agreement shall remain in full force and effect; and
WHEREAS, capitalized terms used herein and not defined shall have the
respective meanings given in the Stockholders Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein and for other good and valuable consideration,
and intending to be legally bound hereby, the parties hereto agree as follows:
ARTICLE I
SECTION 1. Section 7.3 of the Stockholders Agreement is hereby deleted and
replaced in its entirety with the following:
7.3 Redeemable Preferred Stock. Immediately prior to the consummation
of the Merger, Warburg shall exchange 88% of the Company Common Stock it
beneficially owns for redeemable preferred stock of the Company (the
'Redeemable Preferred Stock'), on the basis of 100 shares of Company Common
Stock for each share of Redeemable Preferred Stock, redeemable at the
option of the holder at $2,650 per share of Redeemable Preferred Stock, and
shall surrender such Redeemable Preferred Stock for redemption immediately
upon the consummation of the Merger; provided, however, that in the event
the number of Cash Election Shares is less than the Cash Election Number
(as each such term is defined in the Merger Agreement), immediately prior
to the consummation of the Merger Warburg shall also exchange for
Redeemable Preferred Stock upon the same terms and conditions a number of
shares of additional Company Common Stock (to the extent of Company Common
Stock beneficially owned by it) equal to such deficiency; provided,
further, that the number of Shares to be exchanged for Redeemable Preferred
Stock, pursuant to the forgoing provisions of this Section 7.3, shall be
reduced by the number, if any, of Purchaser Stock Purchase Shares (as
defined below), rounded down to the nearest 100 Shares. Warburg shall elect
to retain, in accordance with the terms of the Merger Agreement, the
Company Common Stock not (i) exchanged for Redeemable Preferred Stock
pursuant to this Section 7.3 or (ii) sold pursuant to Section 7.5.
SECTION 2. The following Section 7.5 is hereby added to the Stockholders
Agreement:
7.5 Purchaser Stock Purchase
(a) Immediately prior to the consummation of the Merger, Warburg shall
sell, transfer, assign and deliver the Purchaser Stock Purchase Shares, if
any, to Purchaser or its designee, and Purchaser or its designee shall
purchase the Purchaser Stock Purchase Shares, if any, from Warburg for
$26.50 per Share, payable by wire transfer of same day funds; provided,
that all conditions to the Merger contained in the Merger Agreement have
been either satisfied or waived.
(b) In the event that the Designated Number of Common Shares
multiplied by the Designated Per Share Purchase Price (as each such term is
defined in the Merger Agreement) shall equal less than $154,000,000, a
number of Shares calculated by dividing such deficiency by $26.50 (rounded
up to the nearest whole number) shall constitute the 'Purchaser Stock
Purchase Shares'.
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ARTICLE II
GENERAL
SECTION 1. The term 'this Agreement' as used in the Stockholders Agreement
shall be deemed to refer to the Stockholders Agreement as amended through and
including the First Amendment (provided that the terms 'date hereof' or 'date of
this Agreement' as used in the Stockholders Agreement shall mean December 18,
1997).
SECTION 2. Stockholders Agreement. Except as amended hereby, the
provisions of the Stockholders Agreement shall remain in full force and effect.
SECTION 3. Entire Agreement; Assignment. Other than the Stockholders
Agreement, this First Amend ment (i) constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all other
prior agreements and understandings, both written and oral, between the parties
with respect to the subject matter hereof and (ii) shall not be assigned by
operation of law or otherwise without the prior written consent of the other
party.
SECTION 4. Governing Law. This First Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof.
SECTION 5. Enforcement. The parties agree that irreparable damage would
occur in the event that any of the provisions of this First Amendment were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this First Amendment and to enforce
specifically the terms and provisions of this First Amendment.
SECTION 6. Counterparts. This First Amendment may be executed in two or
more counterparts, each of which shall be deemed to be an original, but both of
which shall constitute one and the same agreement.
SECTION 7. Descriptive Headings. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this First Amendment.
SECTION 8. Severability. Whenever possible, each provision or portion of
any provision of this First Amendment will be interpreted in such manner as to
be effective and valid under applicable law but if any provision or portion of
any provision of this First Amendment is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such jurisdiction, and this
First Amendment will be reformed, construed and enforced in such jurisdiction as
if such invalid, illegal or unenforceable provision or portion of any provision
had never been contained herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
PANAVISION INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman of the Board and
Chief Executive Officer
MAFCO HOLDINGS INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
WARBURG, ▇▇▇▇▇▇ CAPITAL COMPANY, L.P.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Partner
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