Exhibit 4.2
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE, dated as of June 4, 1998, among
Panavision Inc., a Delaware corporation ("Panavision"), PX Escrow Corp., a
Delaware corporation ("PX Escrow"), and The Bank of New York, as trustee
under the Indenture referred to below (the "Trustee").
W I T N E S S E T H :
WHEREAS, PX Escrow and the Trustee heretofore executed and
delivered the Indenture, dated as of February 11, 1998 (as heretofore
amended and supplemented, the "Indenture"), providing for the issuance of
the 95/8% Senior Subordinated Discount Notes Due 2006 (the "Securities")
(capitalized terms used herein but not otherwise defined have the meanings
ascribed thereto in the Indenture);
WHEREAS, Section 5.01(c) of the Indenture provides that upon the
execution and delivery by Panavision to the Trustee of this Supplemental
Indenture, Panavision shall be the successor Company under the Indenture
and the Securities and shall succeed to, and be substituted for, and may
exercise every right and power of, the predecessor Company under the
Indenture and the Securities and the predecessor Company shall be
discharged from all obligations and covenants under the Indenture and the
Securities;
WHEREAS, Section 9.01(2) of the Indenture provides that the
Company and the Trustee may amend the Indenture and the Securities without
notice to or consent of any Holders of the Securities in order to comply
with Article V of the Indenture; and
WHEREAS, this Supplemental Indenture has been duly authorized by
all necessary corporate action on the part of each of Panavision and PX
Escrow.
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt of which is hereby
acknowledged, Panavision, PX Escrow and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders as follows:
ARTICLE I
Assumption by Successor Company
Section 1.1. Assumption of the Securities. Panavision hereby
expressly assumes and agrees promptly to pay, perform and discharge when
due each and every debt, obligation, covenant and agreement incurred, made
or to be paid, performed or discharged by PX Escrow under the Indenture and
the Securities. Panavision hereby agrees to be bound by all the terms,
provisions and conditions of the Indenture and the Securities and that it
shall be the successor Company and shall succeed to, and be substituted
for, and may exercise every right and power of, PX Escrow Corp., as the
predecessor Company, under the Indenture and the Securities.
Section 1.2. Discharge of PX Escrow. PX Escrow is hereby
expressly discharged from all debts, obligations, covenants and agreements
under the Indenture and the Securities.
Section 1.3. Trustee's Acceptance. The Trustee hereby accepts
this Supplemental Indenture and agrees to perform the same under the terms
and conditions set forth in the Indenture.
ARTICLE II
Miscellaneous
Section 2.1. Effect of Supplemental Indenture. Upon the
execution and delivery of this Supplemental Indenture by Panavision, PX
Escrow and the Trustee, the Indenture shall be supplemented in accordance
herewith, and this Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Securities heretofore or
hereafter authenticated and delivered under the Indenture shall be bound
thereby.
Section 2.2. Indenture Remains in Full Force and Effect.
Except as supplemented hereby, all provisions in the Indenture shall remain
in full force and effect.
Section 2.3. Indenture and Supplemental Indenture Construed
Together. This Supplemental Indenture is an indenture supplemental to and
in implementation of the Indenture, and the Indenture and this Supplemental
Indenture shall henceforth be read and construed together.
Section 2.4. Confirmation and Preservation of Indenture. The
Indenture as supplemented by this Supplemental Indenture is in all respects
confirmed and preserved.
Section 2.5. Conflict with Trust Indenture Act. If any
provision of this Supplemental Indenture limits, qualifies or conflicts
with any provision of the TIA that is required under the TIA to be part of
and govern any provision of this Supplemental Indenture, the provision of
the TIA shall control. If any provision of this Supplemental Indenture
modifies or excludes any provision of the TIA that may be so modified or
excluded, the provision of the TIA shall be deemed to apply to the
Indenture as so modified or to be excluded by this Supplemental Indenture,
as the case may be.
Section 2.6. Severability. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
Section 2.7. Benefits of Supplemental Indenture. Nothing in
this Supplemental Indenture or the Securities, express or implied, shall
give to any Person, other than the parties hereto and thereto and their
successors hereunder and thereunder and the Holders of the Securities, any
benefit of any legal or equitable right, remedy or claim under the
Indenture, this Supplemental Indenture or the Securities.
Section 2.8. Successors. All agreements of Panavision in this
Supplemental Indenture shall bind its successors. All agreements of the
Trustee in this Supplemental Indenture shall bind its successors.
Section 2.9. Certain Duties and Responsibilities of the
Trustee. In entering into this Supplemental Indenture, the Trustee shall
be entitled to the benefit of every provision of the Indenture and the
Securities relating to the conduct or affecting the liability or affording
protection to the Trustee, whether or not elsewhere herein so provided.
Section 2.10. Governing Law. This Supplemental Indenture
shall be governed by, and construed in accordance with, the laws of the
State of New York but without giving effect to applicable principles of
conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby.
Section 2.11. Multiple Originals. The parties may sign any
number of copies of this Supplemental Indenture. Each signed copy shall be
an original, but all of them together represent the same agreement. One
signed copy is enough to prove this Supplemental Indenture.
Section 2.12. Headings. The Article and Section headings
herein are have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict
any of the terms or provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first written
above.
PANAVISION INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President,
Chief Financial Officer and
Treasurer
PX ESCROW CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Secretary
THE BANK OF NEW YORK,
as Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President