EXHIBIT 4.15
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SEVENTH AMENDMENT
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SEVENTH AMENDMENT, dated as of November 12, 2003 (this
"Amendment" or the "Seventh Amendment"), with respect to the Credit Agreement,
dated as of May 28, 1998 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"; unless otherwise defined herein,
capitalized terms which are defined in the Credit Agreement are used herein as
defined therein), among PANAVISION INC., a Delaware corporation (the
"Borrower"), the several banks and other financial institutions or entities from
time to time parties thereto (the "Lenders"), CREDIT SUISSE FIRST BOSTON, as
documentation agent, and JPMORGAN CHASE BANK, as administrative agent (in such
capacity, the "Administrative Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain loans and other extensions of credit to
the Borrower; and
WHEREAS, the Borrower has requested, and, upon this Amendment
becoming effective, the Lenders have agreed, that certain provisions of the
Credit Agreement be modified in the manner provided for in this Amendment;
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the
premises, the parties hereto hereby agree as follows:
SECTION I AMENDMENTS
1.1. Amendments to Section 1.1. (a) The definition of "Applicable
Margin" in Section 1.1 of the Credit Agreement is hereby amended in its
entirety, effective from and after the date upon which the conditions to
effectiveness set forth in Section 2.1 of this Amendment are satisfied, to read
as follows:
"Applicable Margin": for each Type of Loan, the rate per annum
set forth under the relevant column heading below:
Alternate Base Rate Eurodollar
Loans Loans
----- -----
Revolving Credit Loans 3.75% 4.75%
Tranche A Term Loans 3.75% 4.75%
Tranche B Term Loans 4.00% 5.00%
(b) The definition of "Consolidated EBITDA" in Section 1.1 of
the Credit Agreement is hereby amended by adding the following clause (l) to the
end thereof:
"plus (l) to the extent deducted in determining Consolidated Net Income
in such period, the aggregate amount of refinancing costs paid by the
Borrower in connection with the Proposed August 2003 Refinancing, not
to exceed $2,100,000"
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(c) The definition of "Consolidated Interest Coverage Ratio"
in Section 1.1 of the Credit Agreement is hereby amended in its entirety to read
as follows:
"Consolidated Interest Coverage Ratio": for any period, the
ratio of (a) Consolidated EBITDA for such period to (b)
Consolidated Interest Expense (excluding in the case of this
clause (b) only any fees paid or payable to the Lenders in
such period with respect to waivers or amendments of the Loan
Documents) for such period.
(d) Section 1.1 of the Credit Agreement is hereby further
amended by inserting the following definitions in the appropriate alphabetical
order:
"Incremental Line of Credit Agreement": the Senior
Subordinated Line of Credit Agreement, dated as of November 12, 2003,
between the Borrower and MacAndrews & Forbes Holdings Inc., as it may
be amended from time to time to the extent permitted by Section 7.9 and
the terms and conditions of which are reasonably acceptable to the
Administrative Agent.
"Line of Credit Facilities": the collective reference to the
Line of Credit Agreement and the Incremental Line of Credit Agreement.
"Proposed August 2003 Refinancing": the proposed refinancing
of the Facilities in July and August 2003 to be arranged by Credit
Suisse First Boston and Bear ▇▇▇▇▇▇▇ in which the closing thereof never
occurred.
1.2. Amendment to Section 7.1. Certain rows in the tables contained in
Section 7.1 of the Credit Agreement are hereby replaced with the rows indicated
below
(a) Consolidated Total Leverage Ratio.
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Consolidated Total
Period Leverage Ratio
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July 1, 2003 to September 30, 2003 6.00 to 1.00
October 1, 2003 to December 31, 2003 6.00 to 1.00
January 1, 2004 and thereafter 5.00 to 1.00
(b) Consolidated Interest Coverage Ratio.
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Fiscal Quarter Consolidated Interest Coverage Ratio
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December 31, 2003 2.00 to 1.00
March 31, 2004 and each quarter thereafter 2.50 to 1.00
(c) Consolidated EBITDA.
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Fiscal Quarter Amount
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September 30, 2003 $57,750,000
December 31, 2003 $55,000,000
March 31, 2004 and each quarter thereafter $65,000,000
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The amendments to the Credit Agreement contained in this Section 1.2 shall
automatically expire at the close of business on March 22, 2004, and, in the
event that the Borrower is not in compliance with the financial covenants
contained in Section 7.1 of the Credit Agreement for any of the periods or dates
referenced above without giving effect to this Section 1.2, an Event of Default
shall then be in existence.
1.3. Amendment to Section 7.2. Paragraph (f) of Section 7.2 of the
Credit Agreement is hereby amended by deleting "$10,000,000" and inserting in
lieu thereof "$20,000,000".
1.4. Amendment to Section 7.9. Section 7.9 of the Credit Agreement is
hereby amended by deleting subsection (d) thereof in its entirety and
substituting in lieu thereof the following:
"(d) amend, modify or waive any Line of Credit Facility in any
manner that would (i) shorten its maturity prior to April 15, 2004 or
(ii) increase the rate of interest payable thereunder."
1.5. Amendment to Section VIII. Section VIII of the Credit Agreement is
hereby amended by (a) inserting the word "or" at the end of paragraph (q)
thereof and (b) adding the following new paragraphs (r) and (s) immediately
after paragraph (q):
"(r) (i) the interest payment due on February 1, 2004 in
respect of all Senior Subordinated Notes shall not be financed
exclusively through a drawing under the Incremental Line of Credit
Agreement unless, on or prior to January 30, 2004, (x) the Facilities
shall have been terminated or refinanced or (y) the outstanding
Indebtedness of the Borrower and its Subsidiaries shall have been
reduced in amount and in such a manner satisfactory to the Required
Lenders, or (ii) the Borrower shall prepay prior to April 15, 2004 any
amount so drawn under the Incremental Line of Credit Agreement pursuant
to clause (i) above; or
(s) either Line of Credit Facility shall for any reason cease
to be in full force and effect in an amount of no less than $10,000,000
prior to April 15, 2004;"
SECTION II MISCELLANEOUS
2.1. Conditions to Effectiveness of Amendment. This Amendment shall
become effective as of the date first set forth above upon satisfaction of the
following conditions:
(a) the Administrative Agent shall have received counterparts
of this Amendment duly executed and delivered by the Borrower, the
Administrative Agent and the Required Lenders;
(b) the Administrative Agent shall have received, for the
account of each Lender executing this Amendment on or prior to November
12, 2003 an amendment fee equal to 0.250% of the sum of each such
executing Lender's Revolving Credit Commitment and Term Loans then
outstanding (in respect of each such Lender, an "Amendment Fee"); and
(c) the Incremental Line of Credit Agreement shall be in full
force and effect in the amount of $10,000,000 with a final maturity of
no earlier than April 15, 2004.
2.2. Representations and Warranties. The Borrower represents and
warrants to each Lender that as of the effective date of this Amendment: (a)
this Amendment constitutes the legal, valid and binding obligation of the
Borrower, enforceable against it in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization,
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moratorium or similar laws affecting creditors' rights generally, by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law) and an implied covenant of good faith and fair dealing; (b) the
representations and warranties made by the Loan Parties in the Loan Documents
are true and correct in all material respects on and as of the date hereof
(except to the extent that such representations and warranties are expressly
stated to relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects on and as
of such earlier date); and (c) after giving effect to this Amendment, no Default
or Event of Default shall have occurred and be continuing as of the date hereof.
2.3. Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Amendment signed by all the parties shall be lodged with the Borrower and the
Administrative Agent. The execution and delivery of the Amendment by any Lender
shall be binding upon each of its successors and assigns (including Transferees
of its commitments and Loans in whole or in part prior to effectiveness hereof)
and binding in respect of all of its commitments and Loans, including any
acquired subsequent to its execution and delivery hereof and prior to the
effectiveness hereof.
2.4. Continuing Effect; No Other Amendments. Except to the extent the
Credit Agreement is expressly modified hereby, all of the terms and provisions
of the Credit Agreement and the other Loan Documents are and shall remain in
full force and effect. This Amendment shall constitute a Loan Document.
2.5. Payment of Expenses. The Borrower agrees to pay and reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred to date in connection with this Amendment and the other Loan Documents,
including, without limitation, the reasonable fees and disbursements of legal
counsel to the Administrative Agent.
2.6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
PANAVISION INC.
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President and General Counsel
JPMORGAN CHASE BANK, as
Administrative Agent and as a Lender
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
CREDIT SUISSE FIRST BOSTON, as
Documentation Agent and as a Lender
By: /S/ SO ▇▇▇▇▇ DAY-▇▇▇▇▇
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Name: So ▇▇▇▇▇ Day-▇▇▇▇▇
Title: Vice President
By: /S/ ▇▇▇ CHALI
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Name: ▇▇▇ Chali
Title: Director
Archimedes Funding I, LLC,
By: ING Capital Advisors LLC,
as Collateral Manager
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
Archimedes Funding III, Ltd.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
CanPartners Investments IV, LLC
By: /S/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Crescent/Mach I Partners,
By: TCW Asset Management Company
As Investment
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
By: /S/ G. ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
CSAM Funding I
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
▇▇▇▇▇ ▇▇▇▇▇ Institution Senior Loan Fund
By: ▇▇▇▇▇ ▇▇▇▇▇ Management
As Investment Advisor
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ Senior Income Trust
By: ▇▇▇▇▇ ▇▇▇▇▇ Management
As Investment Advisor
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ CDO III, Ltd.
By: ▇▇▇▇▇ ▇▇▇▇▇ Management
As Investment Advisor
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
First Dominion Funding I
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
First Dominion Funding II
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
First Dominion Funding III
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
Sun America Life Insurance Company
By: AIG Global Investment Corp.,
its Investment Advisor
By: /S/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Galaxy CLO 1999-1 Ltd
By: AIG Global Investment Corp.,
As Collateral Manager
By: /S/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
General Electric Capital Corporation
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Sr. Risk Manager
▇▇▇▇▇▇▇ & Co
By: Boston Management and Research
As Investment Advisor
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
ING Prime Rate Trust
By: Aeltus Investment Management, Inc.
As its Investment Manager
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
KZH Crescent - 2 LLC
By: /S/ ▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
KZH ING - 2 LLC
By: /S/ ▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
KZH Soleil LLC
By: /S/ ▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
Lloyds TSB Bank plc
By: /S/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President Credit Services
B-499
By: /S/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇
Title: Assistant Director Credit Services
P-002
ML CLO XV Pilgrim America (Cayman) Ltd,
By : ING Investments, LLC as its
Investment Manager
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Prime Income Trust
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Director
Natexis Banques Populaires
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Vice President & Group Manager
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate
Oxford Strategic Income Fund
By: ▇▇▇▇▇ ▇▇▇▇▇ Management
As Investment Advisor
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Pilgrim America High Income Investments Ltd.
By: ING Investments, LLC
as its Investment Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Satellite Senior Income Fund, LLC
By: Satellite Asset Management, L.P.
By: /s/ ▇▇▇▇ SONNINO_______________
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Principal
Senior Debt Portfolio
By: Boston Management and Research
As Investment Advisor
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Sequils - Pilgrim I, Ltd.
By: ING Investments, LLC
as its Investment Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇ CLO I, Limited
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp
as Collateral Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇ Senior Loan Fund
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇ Senior Income Trust
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Executive Director
THE UNDERSIGNED GUARANTORS HEREBY CONSENT AND AGREE TO THE FOREGOING
AMENDMENT AS OF THE DATE HEREOF.
PANAPAGE ONE LLC
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President and General Counsel
PANAPAGE TWO LLC
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President and General Counsel
PANAPAGE CO. LLC
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President and General Counsel
PANAVISION INTERNATIONAL, L.P.
By: Panavision Inc., its General Partner
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President and General Counsel
PANAVISION U.K. HOLDINGS, INC.
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President and General Counsel
PANAVISION REMOTE SYSTEMS, INC.
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President and General Counsel
LAS PALMAS PRODUCTIONS, INC.
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President and General Counsel