EXHIBIT 4.9
FOURTH AMENDMENT
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FOURTH AMENDMENT, dated as of June 14, 2002 (this
"Amendment"), 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
(formerly known as The Chase Manhattan Bank), as administrative agent (in such
capacity, the "Administrative Agent").
W I T N E S S E T H
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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 amended 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) Section 1.1 of the Credit Agreement is hereby amended by inserting
the following definitions in the appropriate alphabetical order:
"DHD Ventures": DHD Ventures, LLC, a Delaware limited liability
company formed by the Borrower and Sony Electronics Inc. to pursue the
rental of digital cameras.
"Earnout Payment": as defined in the EFILM Operating Agreement.
"EFILM": EFILM, LLC, a Delaware limited liability company.
"EFILM Agreements": collectively, the EFILM Operating Agreement,
the EFILM Option Agreement and the Digital Laboratory Services Agreement,
dated as of May 17, 2002, between the Borrower, Las Palmas, the other
holder of Capital Stock of EFILM and EFILM.
"EFILM Operating Agreement": the Operating Agreement, dated May
17, 2002, between the Borrower, Las Palmas and the other holder of the
Capital Stock of EFILM.
"EFILM Option Agreement": the Option Agreement, dated as of May
17, 2002, between the Borrower, Las Palmas and the other holder of Capital
Stock of EFILM.
"Fourth Amendment Effective Date": the date on which the
conditions to effectiveness set forth in Section 2.1 of the Fourth
Amendment, dated as of June 14, 2002, to this Agreement were satisfied.
"Initial EFILM Stock": as defined in Section 10.16.
"Las Palmas": Las Palmas Productions, Inc., a California
corporation.
"M&F Worldwide": M&F Worldwide Corp., a Delaware corporation.
"Note Option Agreement": that certain option agreement, dated
April 1, 2002, among the Borrower and certain holders of the Senior
Subordinated Notes, pursuant to which the Borrower has the option to
acquire such Senior Subordinated Notes on the terms (including the payment
of an option fee) set forth therein.
"Stock Purchase Agreement": the Stock Purchase Agreement, dated
July 2, 2001, between M&F Worldwide, Las Palmas and the selling
shareholders named therein.
(b) Section 1.1 of the Credit Agreement is hereby further amended by
deleting the definitions of "Consolidated Net Income", "Consolidated Total
Debt", "Subsidiary Guarantor" and "Transaction Charges" in their respective
entireties and substituting in lieu thereof the following definitions:
"Consolidated Net Income": for any fiscal period of the Borrower,
the amount which, in conformity with GAAP, would be set forth opposite the
caption "net income" (or any like caption) or "net loss" (or any like
caption), as the case may be, on a consolidated statement of earnings of
the Borrower and its Subsidiaries for such fiscal period; provided that
there shall be excluded the income (or loss) of EFILM (or any predecessor
operations), except to the extent that any such income is actually received
by the Borrower or such Subsidiary in the form of dividends or similar
distributions.
"Consolidated Total Debt": at any date, the aggregate principal
amount of all Indebtedness of the Borrower and its Subsidiaries at such
date, determined on a consolidated basis in accordance with GAAP; provided
that (a) Indebtedness of the types described in clause (j) of the
definition of the term Indebtedness shall not be included for the purpose
of calculating Consolidated Total Debt and (b) the Indebtedness described
in Section 7.2(k) shall not be included for the purpose of calculating
Consolidated Total Debt for, and only for, the first, second, third and
fourth fiscal quarters of the Borrower's 2002 fiscal year.
"Subsidiary Guarantor": each Subsidiary of the Borrower other than
(a) any Foreign Subsidiary and (b) to the extent permitted by Section
10.16, EFILM.
"Transaction Charges": nonrecurring charges related to or arising
out of (a) the transactions contemplated by the Recapitalization Agreement,
the Stockholders Agreement and the Escrow Agreement, (b) the Third and
Fourth Amendments to this Agreement and (c) fees and expenses incurred
during the first and second quarters of 2002 in connection with a proposed
refinancing and restructuring of this Agreement and the Senior Subordinated
Notes and any charge associated with the Note Option Agreement.
(c) Section 1.1 of the Credit Agreement is hereby further amended by
inserting the following paragraphs immediately following clause (b)(viii) in the
definition of "Excess Cash Flow":
(ix) the portion of any Earnout Payment referred to in
Section 7.8(l) that is reasonably estimated to arise
from the portion of Consolidated EBITDA attributable
to EFILM for such period; plus
(x) Transaction Charges payable in cash to the extent
included in Consolidated EBITDA for such period; plus
(d) Section 1.1 of the Credit Agreement is hereby further amended by
inserting the following phrase immediately following "during such period" at the
end of clause (c)(i) in the definition of "Excess Cash Flow": "(other than any
such Net Cash Proceeds that are not so applied pursuant to the second proviso to
Section 2.10(a))".
1.2. Amendment to Section 2.7. Section 2.7 of the Credit Agreement is
hereby amended by (a) deleting the term "June 30, 2002" in paragraph (d) therein
and substituting in lieu thereof the following: "the Fourth Amendment Effective
Date" and (b) deleting the term "July 1, 2002" in paragraph (d) therein and
substituting in lieu thereof the following: "the Fourth Amendment Effective
Date".
1.3. Amendment to Section 2.10(a). Section 2.10(a) of the Credit Agreement
is hereby amended by deleting the "." at the end thereof and substituting in
lieu thereof the following:
; provided, further, that, notwithstanding the foregoing, (x) up to
$5,200,000 received by EFILM from the issuance of Capital Stock of EFILM in
a transaction permitted by Section 7.5(c) shall not constitute Net Cash
Proceeds received from a Net Proceeds Event for purposes of this Section
2.10(a) and (y) if EFILM or any Subsidiary of EFILM receives any Net Cash
Proceeds from any other Net Proceeds Events (other than any disposition
permitted by Section 7.5(f)), such Net Cash Proceeds shall be deemed not to
have been received by the Borrower or any of its Subsidiaries for purposes
of this Section 2.10(a) except to the extent actually received by the
Borrower or Las Palmas in the form of cash dividends or cash distributions.
1.4. Amendment to Section 4.15(b). Section 4.15(b) of the Credit Agreement
is hereby amended in its entirety to read as follows:
(b) There are no outstanding subscriptions, options, warrants,
calls, rights or other agreements or commitments (other than stock options
granted under compensatory stock option plans and other than directors'
qualifying shares) of any nature relating to any Capital Stock of the
Borrower or any Subsidiary, except (i) under the Loan Documents and (ii) as
set forth on Schedule 4.15(b).
1.5. Amendment to Section 4.19(a). Section 4.19(a) of the Credit Agreement
is hereby amended by (a) inserting "(x)" immediately after the word "except" in
the penultimate line thereof and (b) inserting the following phrase immediately
following the term "Section 7.3" in the last line thereof: "and (y) in the case
of Capital Stock of EFILM, to the extent permitted by Sections 7.3(q) and
7.3(r)".
1.6. Amendments to Section 6.9.
(a) Section 6.9(a) of the Credit Agreement is hereby amended by (i)
deleting the term "and" immediately preceding clause (y) therein and
substituting "," in lieu thereof and (ii) inserting the following phrase
immediately following the term "Section 7.3(g)" therein: "and (z) as
contemplated by the second sentence of Section 10.16".
(b) Section 6.9(b) of the Credit Agreement is hereby amended by inserting
the following phrase immediately following the term "Section 7.3(g)" therein:
"and other than as contemplated by the second sentence of Section 10.16".
(c) Section 6.9(c) of the Credit Agreement is hereby amended by inserting
the following phrase in clause (iii) thereof immediately following the phrase
"cause such new Subsidiary": "(other than, to the extent contemplated by the
second sentence of Section 10.16, EFILM or any Subsidiary of EFILM)".
(d) Section 6.9(d) of the Credit Agreement is hereby amended by inserting
the following parenthetical therein immediately following the phrase "or any of
its Domestic Subsidiaries": "other than, to the extent contemplated by the
second sentence of Section 10.16, EFILM or any Subsidiary of EFILM)".
1.7. Amendments to Section 7.2.
(a) Section 7.2(b) of the Credit Agreement is hereby amended by inserting
the following phrase immediately following the term "Subsidiary Guarantor"
contained in clause (ii) therein: "(other than EFILM)".
(b) Section 7.2 of the Credit Agreement is hereby amended by (i) deleting
the term "and" at the end of paragraph (i) thereof, (ii) deleting the "." at the
end of paragraph (j) thereof and substituting ";" in lieu thereof and (iii)
adding the following paragraphs at the end thereof:
(k) a subordinated note, in form and substance reasonably
satisfactory to the Administrative Agent, in an aggregate principal amount
not to exceed $6,700,000 on the date of issuance, issued by the Borrower to
M&F Worldwide as consideration for the acquisition of Las Palmas, provided
that in no event shall (i) such Indebtedness require any payments of
principal or cash interest thereon prior to the date that is six months
after the final maturity of the Tranche B Term Loans and (ii) M&F Worldwide
assign such subordinated note to any Person other than an Affiliate of M&F
Worldwide; and
(l) so long as no Default or Event of Default shall have occurred
and be continuing, or would result therefrom, Indebtedness of EFILM to (i)
the Borrower or a Wholly Owned Subsidiary Guarantor; provided that the
aggregate outstanding principal amount of all such Indebtedness permitted
by this clause (l)(i), when added together with the amount of investments
made pursuant to Section 7.8(n) and then outstanding, does not exceed
$3,000,000 at any one time outstanding or (ii) any other holder of Capital
Stock of EFILM, provided that (x) any Indebtedness issued under this clause
(l)(ii) is issued substantially contemporaneously with Indebtedness issued
under clause (l)(i) and (y) the aggregate principal amount of any
Indebtedness so issued under this clause (l)(ii) shall not exceed at the
time of issuance an amount of Indebtedness in proportion to such holder's
equity interest in EFILM at such time.
1.8. Amendments to Section 7.3. Section 7.3 of the Credit Agreement is
hereby amended by (a) deleting the term "and" at the end of paragraph (o)
thereof, (b) deleting the "." at the end of paragraph (p) thereof and
substituting ";" in lieu thereof and (c) adding the following paragraphs at the
end thereof:
(q) Liens in the nature of options granted to the other holder of
Capital Stock of EFILM in respect of up to 29% of the Capital Stock of
EFILM;
(r) any rights of first offer or first refusal granted by the
Borrower or Las Palmas to the other holder of Capital Stock of EFILM in
respect of the Capital Stock of EFILM owned by the Borrower or Las Palmas
contained in the documents governing the relationship of the holders of the
Capital Stock of EFILM and any other rights granted to the other holder of
the Capital Stock of EFILM substantially on the terms set forth in the
EFILM Agreements and any material modifications thereto that are reasonably
satisfactory to the Administrative Agent; and
(s) Liens on the assets of EFILM to secure Indebtedness of EFILM
permitted by Section 7.2(l).
1.9. Amendments to Section 7.5. Section 7.5 of the Credit Agreement is
hereby amended by (a) deleting the term "and" at the end of paragraph (b)
thereof and (b) deleting paragraph (c) in its entirety and substituting in lieu
thereof the following paragraphs:
(c) the issuance by EFILM of up to 20% of the Capital Stock of
EFILM to the other holder of Capital Stock of EFILM substantially on the
terms set forth in the EFILM Operating Agreement and any material
modifications thereto that are reasonably satisfactory to the
Administrative Agent for $5,000,000 payable in cash on the date of such
issuance plus $200,000 payable in cash within 90 days of such issuance;
(d) the Disposition by Las Palmas of its post production business
and the disposition by the Borrower of its assets exclusively related to
such business, in each case to EFILM upon the issuance of consideration
solely consisting of (i) up to 80% of the Capital Stock of EFILM to the
Borrower or Las Palmas or pursuant to Section 7.8(l)(ii) and (ii) the
assumption by EFILM of (x) the obligation to make Earnout Payments under
the Stock Purchase Agreement and (y) all liabilities exclusively related to
such business;
(e) the issuance by the Borrower or Las Palmas to the other holder
of Capital Stock of EFILM of options in respect of up to 29% of the Capital
Stock of EFILM substantially upon the terms set forth in the EFILM Option
Agreement and any material modifications thereto that are reasonably
satisfactory to the Administrative Agent;
(f) the Disposition by the Borrower or Las Palmas to the other
holder of Capital Stock of EFILM of up to 29% of the Capital Stock of EFILM
upon the exercise by such holder of the options described in Section
7.5(e), provided that (i) the exercise price in respect of such options is
payable solely in cash on the date of exercise and (ii) the requirements of
Section 2.10(a) are complied with in connection therewith;
(g) the Disposition of other assets having a fair market value not
to exceed $5,000,000 in the aggregate, provided that the requirements of
Section 2.10(a) are complied with in connection therewith; and
(h) Dispositions resulting from the exercise of rights
contemplated by Section 7.3(r).
1.10. Amendments to Section 7.6. Section 7.6 of the Credit Agreement is
hereby amended by (a) deleting the term "or" at the end of clause (i) thereof
and substituting "," in lieu thereof and (b) deleting the "." at the end thereof
and substituting in lieu thereof the following:
and (iii) EFILM may make Restricted Payments to the holders of its Capital
Stock ratably in accordance with their respective ownership interests;
provided, that no such Restricted Payment
may be made by EFILM in accordance with this clause (iii) at any time that
any Indebtedness permitted by Section 7.2(l) is outstanding.
1.11. Amendment to Section 7.7. Section 7.7 of the Credit Agreement is
hereby amended by deleting Section 7.7 in its entirety and substituting in lieu
thereof the following:
7.7. Limitation on Capital Expenditures. Make or commit to make any
Capital Expenditure, except (a) Capital Expenditures of the Borrower and
its Subsidiaries in the ordinary course of business not exceeding
$30,000,000 for the 2001 fiscal year of the Borrower, $21,000,000 for the
2002 fiscal year of the Borrower and $25,000,000 in each fiscal year of the
Borrower thereafter; (b) Capital Expenditures made with the proceeds of any
event which would be a Recovery Event but for the second parenthetical
clause in the definition thereof; and (c) Capital Expenditures made with
the proceeds of any Dispositions of Property by the Borrower or its
Subsidiaries pursuant to Section 7.5(a)(i).; provided that (i) with respect
to clause (a) above, in no event shall Capital Expenditures of EFILM, or by
the Borrower or any other Subsidiary in respect of EFILM made pursuant to
such clause (a), exceed $4,500,000 for the 2002 fiscal year of the
Borrower, $4,000,000 for the 2003 fiscal year of the Borrower and
$5,000,000 in each fiscal year of the Borrower thereafter, (ii) Capital
Expenditures made by EFILM with cash received pursuant to Section 7.5(c)
shall not be included in determining compliance with, and shall be
permitted without regard to, any of the limitations set forth in clause (a)
or (i) above, and (iii) with respect to clauses (b) and (c) above, Capital
Expenditures made in respect of EFILM with the proceeds of a Recovery Event
or with the proceeds of any Dispositions of Property by the Borrower or any
of its Subsidiaries pursuant to Section 7.5(a)(i) shall only be permitted
under such clauses (b) and (c) to the extent that such Recovery Event or
Disposition of Property specifically relates to EFILM property.
1.12. Amendments to Section 7.8. Section 7.8 of the Credit Agreement is
hereby amended by (a) adding the term "other than EFILM" immediately after the
term "Subsidiary Guarantor" in clause (ii) of paragraph (g) thereof, (b)
deleting the term "and" at the end of paragraph (i) thereof, (c) deleting the
"." at the end of paragraph (j) thereof and inserting in lieu thereof: ";", and
(e) adding the following paragraphs at the end thereof:
(k) the acquisition by the Borrower of all of the issued and
outstanding Capital Stock of Las Palmas for aggregate consideration not in
excess of $6,700,000, plus the assumption of any Earnout Payment
obligations under the Stock Purchase Agreement;
(l) investments made by Las Palmas in EFILM consisting of its post
production business and investments made by the Borrower (directly or
through Las Palmas) in EFILM consisting of (i) its assets, which may
include cash, in the amount of $7,000,000 (with such assets to be measured
by their fair market value at the time of the investment) and liabilities
(including its obligations to make Earnout Payments under the Stock
Purchase Agreement) exclusively related to such business upon the issuance
of up to 80% of the Capital Stock of EFILM to the Borrower or Las Palmas
and (ii) up to an additional $800,000 of assets related to such business or
cash within 90 days of such issuance;
(m) so long as no Default or Event of Default shall have occurred
and be continuing, or would result therefrom, additional capital
contributions to or equity investments by Las Palmas in EFILM to fund any
Earnout Payments referred to in Section 7.8(l);
(n) other investments (by way of capital contribution, loan or
otherwise) by the Borrower or any of its Subsidiaries in EFILM (and,
without duplication, by EFILM in any other
Person) or DHD Ventures, which when added together with the aggregate
principal amount of Indebtedness incurred pursuant to Section 7.2(l)(i) and
then outstanding, do not exceed $3,000,000 in the aggregate at any one time
outstanding (such investments to be measured by their fair market value at
the time of the investment); and
(o) investments resulting from the exercise of rights contemplated
by Section 7.3(r).
1.13. Amendments to Section 7.13. Section 7.13 of the Credit Agreement is
hereby amended by (a) deleting the term "and" at the end of clause (b) thereof
and substituting "," in lieu thereof and (b) deleting the ";" at the end of
clause (c) thereof and substituting in lieu thereof the following:
and (d) once 20% of the Capital Stock of EFILM has been disposed of in a
transaction permitted by Section 7.5(c), the documents governing the
relationship among the holders of the Capital Stock of EFILM and any
agreement relating to the Indebtedness of EFILM permitted by Section 7.2(l)
(in which case any prohibition or limitation shall only be effective
against the assets of EFILM or its Subsidiaries);
1.14. Amendments to Section 7.14. Section 7.14 of the Credit Agreement is
hereby amended by (a) deleting the term "or" at the end of clause (ii) thereof
and substituting "," in lieu thereof and (b) deleting the "." at the end of
clause (iii) thereof and substituting in lieu thereof the following:
or (iv) once 20% of the Capital Stock of EFILM has been disposed of in a
transaction permitted by Section 7.5(c), the documents governing the
relationship among the holders of the Capital Stock of EFILM and any
agreement relating to the Indebtedness of EFILM permitted by Section 7.2(l)
(in which case any prohibition or limitation shall only be effective
against the assets of EFILM or its Subsidiaries).
1.15. Amendment to Section VIII. Section VIII of the Credit Agreement is
hereby amended by (a) inserting the word "or" at the end of paragraph (n)
thereof and (b) adding the following new paragraph (o) immediately after
paragraph (n):
(o)(i) the Borrower shall fail to satisfy or assign its obligation
to pay the option fee payable pursuant to the Note Option Agreement in
either of the following ways on or before the date on which such fee is due
as set forth in the Note Option Agreement as in effect on the Fourth
Amendment Effective Date or such later date to which such due date may be
extended as a result of an amendment to the Note Option Agreement: (x) by
paying such fee (either in the amount set forth in the Note Option
Agreement as in effect on the Fourth Amendment Effective Date or in such
lesser amount to which such fee may be reduced as a result of an amendment
to the Note Option Agreement) out of the proceeds of cash received by the
Borrower from one or more Persons (other than any Subsidiary of the
Borrower) in an aggregate amount equal to such payment in exchange solely
for shares of newly issued common stock or perpetual preferred stock of the
Borrower; or (y) by assigning the rights and obligations of the Borrower,
including the obligation to pay such fee, to one or more Persons (other
than any Subsidiary of the Borrower) who shall expressly assume all of such
obligations; it being understood that any assignment or amendment referred
to in this paragraph (o) shall not be prohibited by any other provision of
this Agreement;
1.16. Amendment to Section 10.16. Section 10.16 of the Credit Agreement is
hereby amended by adding the following sentence at the end of such Section:
For the avoidance of doubt and notwithstanding anything to the contrary
contained in any Loan Document, it is understood and agreed that once 20%
of the Capital Stock of EFILM has been disposed of in a transaction
permitted by Section 7.5(c) (the "Initial EFILM Stock"), (a) EFILM shall
automatically be released from its Guarantee Obligations under the
Guarantee and Collateral Agreement, (b) the Initial EFILM Stock and all
Collateral transferred to or otherwise owned by EFILM shall be
automatically released from the Lien created by the Guarantee and
Collateral Agreement, (c) Sections 6.9(a), 6.9(b), 6.9(c) and 6.9(d) shall
not at any time thereafter apply to EFILM or any Subsidiary of EFILM and
(d) the remaining Capital Stock of EFILM owned by the Borrower or any of
its Subsidiaries shall continue to be subject to the Lien in favor of the
Administrative Agent created by the Guarantee and Collateral Agreement
(provided that, with respect to any such Capital Stock that is disposed of
in a transaction permitted by Section 7.5(f), such Capital Stock shall
automatically be released from such Lien). The Administrative Agent shall,
at the expense of the Borrower, take such action as the Borrower or EFILM
reasonably may request to evidence such releases.
1.17. Schedule 4.15(b). The Credit Agreement is hereby amended by adding as
Schedule 4.15(b) thereto the document attached to this Amendment as Schedule
4.15(b).
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; and
(b) the Administrative Agent shall have received (i) for the
account of each Lender executing this Amendment, an amendment fee equal to
0.10% of the sum of each such Lender's Revolving Credit Commitment and Term
Loans then outstanding and (ii) for the account of each Lender, the fees
payable pursuant to Section 2.7(d) of the Agreement, as in effect after
giving effect to this Amendment.
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,
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) 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 amended 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 Fourth
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: Controller and Assistant Secretary
JPMORGAN CHASE BANK, as
Administrative Agent and as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
CREDIT SUISSE FIRST BOSTON, as
Documentation Agent and as a Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Associate
Archimedes Funding I, Ltd
By: ING Capital Advisors, Inc.
as Collateral Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
Archimedes Funding III, Ltd
By: ING Capital Advisors, Inc.
as Collateral Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
Crescent/Mach I Partners, L.P.,
By: TCW Asset Management Company,
its Investment Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
CSAM Funding I
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
Debt Strategies Fund, Inc.
By: /s/ SAVITRI ALEX
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Name: Savitri Alex
Title: Authorized Signatory
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
Galaxy CLO 1999-1 Ltd
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
General Electric Capital Corporation
(Acting through its Commercial Finance Bank
Loan Group)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Duly Authorized Signatory
General Electric Capital Corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Sr. Risk Manager
ING Prime Rate Trust
By: ING Investments, LLC
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 Soleil LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Agent
▇▇▇▇▇▇▇ ▇▇▇▇▇ Senior Floating Rate Fund, Inc.
By: /s/ SAVITRI ALEX
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Name: Savitri Alex
Title: Authorized Signatory
Mizuho Corporate Bank, Ltd.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
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: 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.,
its Investment Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Principal
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
▇▇▇ ▇▇▇▇▇▇ Prime Rate Income Trust
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇ Senior Floating Rate 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: Vice President
THE UNDERSIGNED GUARANTORS HEREBY CONSENT AND AGREE TO THE
FOREGOING FOURTH AMENDMENT AS OF THE DATE HEREOF.
PANAPAGE ONE LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Controller and Assistant Secretary
PANAPAGE TWO LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Controller and Assistant Secretary
PANAPAGE CO. LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Controller and Assistant Secretary
PANAVISION INTERNATIONAL, L.P.
By: Panavision Inc., its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Controller and Assistant Secretary
PANAVISION U.K. HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Controller and Assistant Secretary
PANAVISION REMOTE SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Controller and Assistant Secretary
SCHEDULE 4.15(B)
OUTSTANDING SUBSCRIPTIONS, OPTIONS, WARRANTS AND OTHER AGREEMENTS REFERRED
TO IN SECTION 4.15(b) OF THE CREDIT AGREEMENT
Rights and obligations relating to the Capital Stock of EFILM set forth in the
EFILM Operating Agreement and the EFILM Option Agreement