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April 19, 2001
M & F Worldwide Corp.
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Gentlemen:
I am delivering this letter to M & F Worldwide Corp., a
Delaware corporation ("M & F Worldwide"), at your request in connection
with the execution of a Stock Purchase Agreement, dated as of the date
hereof (the "Stock Purchase Agreement"), by and between M & F Worldwide and
PX Holding Corporation, a Delaware corporation ("PX Holding") and a wholly
owned subsidiary of Mafco Holdings Inc., a Delaware corporation ("Mafco").
Pursuant to the Stock Purchase Agreement, M & F Worldwide is acquiring from
PX Holding the 7,320,225 shares of common stock, par value $.01 per share,
of Panavision Inc., a Delaware corporation ("Panavision"), held by PX
Holding.
M & F Worldwide has asked that I provide certain
agreements and undertakings relating to the (i) Credit Agreement, dated
June 4, 1998, among Panavision, the several lenders named therein, Chase
Securities Inc., as Advisor and Arranger, and The Chase Manhattan Bank, as
Administrative Agent, as amended by the First Amendment thereto, dated as
of September 30, 1998, and the Second Amendment, dated as of June 30, 1999
(as so amended, the "Credit Agreement); and (ii) Indenture, dated as of
February 11, 1998, between PX Escrow Corp., a Delaware corporation ("PX
Escrow") and The Bank of New York, as Trustee, relating to Panavision's
95/8% Senior Subordinated Discount Notes Due 2006 (the "Notes"), as amended
by the First Supplemental Indenture, dated June 4, 1998, among PX Escrow,
Panavision and the Trustee.
Accordingly, as a partial inducement for M & F Worldwide
entering into the Stock Purchase Agreement, I hereby agree that if M & F
Worldwide determines in its good faith reasonable judgment that Panavision
is unable to make required payments of principal or interest under the
Credit Agreement or the Notes, I or corporations under my control will
provide such financial support as may be required, such financial support
being in the form described in the term sheet attached hereto.
My agreements and undertakings hereunder are for the sole
benefit of M & F Worldwide and shall not create third party beneficiary
rights on behalf of any other person or entity.
If you are in agreement with the foregoing, please so
indicate by signing the enclosed duplicate copy of this letter.
Very truly yours,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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ACCEPTED AND AGREED TO:
M & F WORLDWIDE CORP.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chairman of the Board of
Directors, President and Chief
Executive Officer
TERM SHEET
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Amount: As M&F Worldwide determines.
Use of Funds: As required to pay principal and interest
and/or refinance the Credit
Agreement and the Notes.
Form of
Consideration: In M&F Worldwide's discretion, either or both of:
o subordinated debt of M&F Worldwide,
maturing as M&F Worldwide determines
based on its cash flow projections,
and bearing an interest rate equal to
the Pneumo Abex Credit Agreement; or
o newly issued shares of Series B
Preferred Stock priced at the greater
of (i) $15 per share, or (ii) the then
fair market value of M&F Worldwide
Common Stock at the time.