EXECUTION COPY
FIRST AMENDMENT AND WAIVER
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FIRST AMENDMENT AND WAIVER, dated as of August 11, 2004 (this
"Amendment" or the "First Amendment"), with respect to (a) the Amended and
Restated Credit Agreement, dated as of May 28, 1998, as amended and restated as
of January 16, 2004 (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") and JPMorgan Chase Bank, as administrative agent (in
such capacity, the "Administrative Agent") and (b) the Amended and Restated
Guarantee and Collateral Agreement, dated as of June 4, 1998, as amended and
restated as of January 16, 2004 (as amended, supplemented or otherwise modified
from time to time, the "Guarantee and Collateral Agreement"), made by the
Borrower and certain of its subsidiaries in favor of 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 and the Guarantee and Collateral Agreement be amended and/or waived 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 contained
herein, the parties hereto hereby agree as follows:
SECTION I AMENDMENTS
1.1. Amendments to Section 1.1. (a) The following defined terms are hereby
inserted in appropriate alphabetical order:
"Alga": Panavision Alga Paris SARL, a company organized under the laws
of France.
"Canadian Acquisition": the purchase by Panavision Canada Corp of
substantially all of the camera assets of the Canadian company heretofore
identified to the Lenders.
"Canadian Seller Note": a promissory note payable by Panavision Canada
Corp to the seller in the Canadian Acquisition in an aggregate principal
amount of not more than CDN$11,000,000.
"CDN$": freely transferable lawful currency of Canada (expressed in
dollars).
"(euro)": the single currency of participating member states of the
European Union.
"First Amendment": the First Amendment and Waiver, dated as of August
11, 2004, to the Credit Agreement and the Guarantee and Collateral
Agreement, among the Borrower, certain subsidiaries of the Borrower, the
Administrative Agent and the Required Lenders.
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"First Amendment Effective Date": August 11, 2004.
"Panavision Canada Corp": Panavision Canada Corp., a Canadian
Corporation.
"Panavision Canada Sale": the sale by Panavision Canada Corp of its
lighting assets for total consideration of approximately $3,750,000.
"Purchase Money Indebtedness": Indebtedness (i) consisting of the
deferred purchase price of Property, conditional sale obligations,
obligations under any title retention agreement, mortgage financings, other
purchase money obligations and obligations in respect of industrial revenue
bonds, and (ii) issued to finance the acquisition, construction or lease by
the Borrower or any of its Subsidiaries of such Property, including
additions and improvements thereto; provided, that such Indebtedness is
issued within 180 days after the acquisition, construction or lease of such
Property by the Borrower or such Subsidiary.
"Technovision": Technovision, France S.A.S., a corporation organized
under the laws of France.
"Technovision Acquisition": the purchase by Alga of 100% of the Capital
Stock of Technovision.
(b) The definition of "Capital Expenditures" in Section 1.1 of the Credit
Agreement is hereby amended by inserting the following sentence at the end
thereof:
"It is hereby understood and agreed that principal payments under the
Canadian Seller Note shall not constitute Capital Expenditures."
(c) The definition of "Non-Core Assets" is hereby amended and restated in
its entirety to read as follows:
"Non-Core Assets": the member interest in, or any assets of, EFILM."
(d) The definition of "Reinvestment Notice" in Section 1.1 of the Credit
Agreement is hereby amended by (a) inserting the phrase "manufacture," prior to
the word "acquire," (b) inserting the phrase "through Capital Expenditure or"
after the word "including" and (c) inserting the following words at the end of
such definition, before the ".":
"or to repay the Pany Loan Agreement in full; provided, that the
requirements of Section 6.10 are complied with after such repayment."
(e) The definition of "Reinvestment Prepayment Amount" in Section 1.1 of
the Credit Agreement is hereby amended by inserting the phrase "manufacture,"
prior to the word "acquire".
(f) The definition of "Transaction Charges" in Section 1.1 of the Credit
Agreement is hereby amended by (a) deleting the term "and" at the end of clause
(ii) thereof and substituting in lieu thereof a "," and (b) inserting the
following language at the end of clause (iii) thereof, immediately before the
".":
"and (iv) nonrecurring charges related to or arising out of fees and
expenses incurred in connection with the First Amendment and a supplemental
indenture of even date therewith to the Senior Note Indenture, and the
execution and delivery of the foregoing"
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1.2. Amendment to Section 4.2. Section 4.2 of the Credit Agreement is
hereby amended by deleting the date "December 31, 2002" set forth therein and
substituting in lieu thereof the date "December 31, 2003".
1.3. Amendment to Section 4.15. Section 4.15 of the Credit Agreement is
hereby amended by deleting the term "Effective Date" set forth in subsection (a)
therein and substituting in lieu thereof the term "First Amendment Effective
Date".
1.4. Amendments to Section 7.2. (a) Section 7.2 of the Credit Agreement is
hereby amended by deleting subsection (h) thereof in its entirety and
substituting in lieu thereof the following subsection:
"(h) Indebtedness of Foreign Subsidiaries in an aggregate principal
amount outstanding at any time not to exceed $4,000,000;"
(b) Section 7.2 of the Credit Agreement is hereby further amended by
deleting subsection (k) thereof in its entirety and substituting in lieu thereof
the following subsection:
"(k) additional Indebtedness of the Borrower or any of its Subsidiaries
in respect of Capital Leases and Purchase Money Indebtedness in an
aggregate principal amount at any time outstanding (A) not to exceed
$12,000,000 or (B) if, for the year ended December 31, 2004, Consolidated
EBITDA shall exceed the value set forth on Schedule I hereto, $14,000,000;
provided, that the maximum amount of Indebtedness that may be created,
incurred, assumed or suffered to exist pursuant to this Section 7.2(k) will
not be deemed to be exceeded, with respect to any such outstanding
Indebtedness, due solely to the result of fluctuations in the exchange
rates of currencies; provided, further, that for the purposes of
determining compliance with this Section 7.2(k), the U.S. dollar equivalent
principal amount of any such Indebtedness denominated in a foreign currency
shall be calculated based on the relevant currency exchange rate in effect
on the date such Indebtedness was created, incurred, assumed or suffered to
exist;"
(c) Section 7.2 of the Credit Agreement is hereby further amended by (a)
deleting the "." at the end of subsection (l) thereof and substituting in lieu
thereof an ";" and (b) inserting the following subsections at the end thereof:
"(m) Indebtedness of Panavision Canada Corp under the Canadian Seller
Note in an aggregate principal amount not to exceed CDN$11,000,000 and
unsecured Guarantee Obligations of the Borrower in respect thereof;
provided, that the terms and conditions of the documentation relating to
the Canadian Seller Note and the related guarantee shall be in form and
substance reasonably satisfactory to the Administrative Agent; and
(n) Indebtedness of Alga or Panavision Canada Corp to the Borrower, any
Subsidiary Guarantor or any Specified Foreign Subsidiary incurred in any
transaction permitted by Sections 7.8(m) or (n), as applicable."
1.5. 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 subsection (t)
thereof, (b) inserting the term "and" at the end of subsection (u) thereof and
(c) inserting the following subsection at the end thereof:
"(v) Liens on the assets purchased in the Canadian Acquisition to
secure Indebtedness of Panavision Canada Corp permitted by Section 7.2(m)."
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1.6. Acknowledgment Regarding Section 7.5. The parties hereto hereby agree
that the Panavision Canada Sale shall be deemed to be consummated pursuant to
Section 7.5(c) and shall constitute a utilization of such basket.
1.7. Amendment to Section 7.7. Section 7.7 of the Credit Agreement is
hereby amended by (a) inserting the term "(1)" immediately after the words ";
provided, that" and (b) inserting the following language at the end of Section
7.7, immediately prior to the ".":
"and (2) for the purpose of determining availability under clause (d)
above, it is hereby understood and agreed that payments made under the
Canadian Seller Note shall not be deemed to be made with the Net Cash
Proceeds of any Disposition of Property pursuant to Section 7.5(e)"
1.8. Amendments to Section 7.8. (a) Section 7.8 of the Credit Agreement is
hereby amended by inserting the following parenthetical at the end of clause (y)
set forth in subsection (e) thereof, immediately prior to the terms "; provided,
that" :
"(provided, that, notwithstanding anything herein to the contrary, it
is hereby understood and agreed that, for the purpose of determining
availability of this clause (y), payments made under the Canadian Seller
Note shall not be deemed to be made with the Net Cash Proceeds of any
Disposition of Property pursuant to Section 7.5(e))"
(b) Section 7.8 of the Credit Agreement is hereby further amended by
inserting the following parenthetical at the end of clause (iii) set forth in
subsection (e) thereof, immediately prior to the ",":
"(except to the extent that such representations and warranties relate
to an earlier date, in which case such representations and warranties shall
be true and correct as of such earlier date)"
(c) Section 7.8 of the Credit Agreement is hereby further amended by (a)
deleting the term "and" at the end of subsection (k) thereof, (b) deleting the
"." at the end of subsection (l) thereof and substituting in lieu thereof an ";"
and (c) inserting the following subsections at the end thereof:
"(m) investments by the Borrower and its Subsidiaries in Alga (by way
of capital contribution, loan or otherwise) in an amount not to exceed
(euro)3,300,000; provided, that such investments are (i) maDe solely from
the proceeds of the sale of Non-Core Assets and (ii) used by Alga to
consummate the Technovision Acquisition (which shall include the payment of
transaction costs);
(n) investments by the Borrower and its Subsidiaries in Panavision
Canada Corp (by way of capital contribution, loan or otherwise) in an
amount not to exceed the difference between (x) CDN$22,000,000 and (y) the
sum of (1) the principal amount of the Canadian Seller Note and (2) any
Indebtedness assumed in connection with the Canadian Acquisition; provided,
that such Investments are (i) made solely from the proceeds of the sale of
Non-Core Assets and (ii) used by Panavision Canada Corp to consummate the
Canadian Acquisition (which shall include the payment of transaction costs
and the assumption of Capital Lease obligations);
(o) the Technovision Acquisition; provided, that (i) the total purchase
price therefor (which shall include transaction costs and any existing
Technovision Indebtedness) shall not exceed (euro)5,000,000, (ii) no
Default or Event of Default shall then be continuing or result therefrom,
(iii) the aggregate amount of cash consideration paid in connection with
the Technovision Acquisition and the Canadian Acquisition does not exceed
the Net Cash Proceeds received from the sale of Non-Core Assets, (iv) the
representations and warranties set forth in
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Section 4 shall be true and correct after giving effect to the Technovision
Acquisition (except to the extent that such representations and warranties
relate to an earlier date, in which case such representations and
warranties shall be true and correct as of such earlier date), (v) no
consents or approvals shall be needed for the Technovision Acquisition
(other than those that have been obtained on or prior to the date of the
Technovision Acquisition) and (vi) the Technovision Acquisition shall have
been consummated on or before October 31, 2004;
(p) the Canadian Acquisition; provided, that (i) the total purchase
price therefor (which shall include transaction costs and Indebtedness
assumed in connection with the Canadian Acquisition) shall not exceed
CDN$22,000,000, (ii) no Default or Event of Default shall then be
continuing or result therefrom, (iii) the aggregate amount of cash
consideration paid in connection with the Technovision Acquisition and the
Canadian Acquisition does not exceed the Net Cash Proceeds received from
the sale of Non-Core Assets, (iv) the representations and warranties set
forth in Section 4 shall be true and correct after giving effect to the
Canadian Acquisition (except to the extent that such representations and
warranties relate to an earlier date, in which case such representations
and warranties shall be true and correct as of such earlier date), (v) no
consents or approvals shall be needed for the Canadian Acquisition (other
than those that have been obtained on or prior to the date of the Canadian
Acquisition) and (vi) the Canadian Acquisition shall have been consummated
on or before October 31, 2004; and
(q) investments, loans, advances, extensions of credit in any Person or
purchases of stock, bonds, notes, debentures, assets or other securities of
any Person to the extent such investment, loan, advance, extension of
credit or purchase of stock, bonds, notes, debentures, assets or other
securities represents the non-cash portion of the consideration received
for a Disposition permitted under Section 7.5."
1.9. Amendments to Section 7.9. Section 7.9 of the Credit Agreement is
hereby amended by (a) inserting the words, "the Canadian Seller Note or,"
immediately before the words, "the Senior Notes" set forth in clause (b) of such
Section, (b) inserting the words, "the Canadian Seller Note," immediately before
the words "the Senior Notes" set forth in clause (c) of such Section and (c)
inserting the following proviso at the end thereof, immediately prior to the
".":
"; provided, that, notwithstanding anything contained in clause (c)
above to the contrary, the parties hereto hereby agree that the
supplemental indenture to the Senior Note Indenture referred to in Section
2.1(e) of the First Amendment shall be permitted."
1.10. Waiver of Section 5.6 of the Guarantee and Collateral Agreement. The
Required Lenders hereby waive noncompliance of Las Palmas (and any Default or
Event of Default that may have resulted therefrom) with the 30-day written
notice requirement set forth in Section 5.6 of the Guarantee and Collateral
Agreement in connection with Las Palmas' undertaking to (i) change its legal
name from "Las Palmas Productions, Inc." to "LPPI, LLC" and (ii) convert from a
corporation to a limited liability company; provided, that the Administrative
Agent shall have received written notice promptly (and, in any event within
three Business Days) after the consummation of such name change.
1.11. Amendments to Schedule 4.15 and Schedule 4.15(b). Schedules 4.15 and
4.15(b) of the Credit Agreement are hereby amended by deleting such schedules in
their entirety and substituting in lieu thereof the schedules set forth in
Annexes B and C hereto, respectively.
1.12. Authorization to Amend Deposit Account Control Agreement. The
Required Lenders hereby authorize the Administrative Agent to enter into an
amendment to the Deposit Account Control Agreement, dated as of January 16, 2004
(the "Deposit Account Control Agreement"), among the
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Borrower, JPMorgan Chase Bank, as a bank, the Administrative Agent and
Wilmington Trust Company, as collateral trustee, to delete Exhibit C thereto in
its entirety and substitute in lieu thereof the Exhibt C as set forth in Annex D
hereto.
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 Guarantors, 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 August 11, 2004 an
amendment fee equal to 0.25% of the sum of each such executing Lender's
Term Loans then outstanding (in respect of each such Lender, an "Amendment
Fee");
(c) the sale of EFILM by Las Palmas shall have been consummated with
total consideration of no less than $32,500,000, of which $5,000,000 may be
in the form of a seller note;
(d) the Borrower shall have used an amount of no less than $5,000,000
of the Net Cash Proceeds from the sale of EFILM to prepay the Term Loans
(with such prepayment to be deemed a mandatory prepayment, and the parties
hereto hereby agreeing that the amount so prepaid shall not count towards
the $25,000,000 basket set forth in the last sentence of Section 2.6(a) of
the Credit Agreement); and
(e) the amendment documentation to the Senior Note Indenture shall be
in form and substance reasonably satisfactory to the Administrative Agent.
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; and (b) 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
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Documents are and shall remain in full force and effect. This Amendment shall
constitute a Loan Document. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of any
Lender or the Administrative Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents (other than as
expressly set forth herein).
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
KZH Sterling LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Agent
KZH CYPRESSTREE-1 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Agent
KZH Crescent-2 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Agent
SunAmerica Life Insurance Company
By: AIG Global Investment Corp.
as Investment Advisor
By: /s/ ▇▇▇▇▇▇ ▇. Oh
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Name: ▇▇▇▇▇▇ ▇. Oh
Title: Managing Director
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
CSAM Funding I
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
CSAM Funding II
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
CSAM Funding III
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
U.S. Bank National Association
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Satellite Senior Income Fund, LLC
By: Satellite Asset Management, L.P.
its Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: COO & Principal
Canpartners Investments IV, LLC
By: /s/ R.C.B. ▇▇▇▇▇▇▇
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Name: R.C.B. ▇▇▇▇▇▇▇
Title: Managing Member
Canyon Capital CLO 2004-1 Ltd.
By: /s/ R.C.B. ▇▇▇▇▇▇▇
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Name: R.C.B. ▇▇▇▇▇▇▇
Title: Managing Partner
▇▇▇ ▇▇▇▇▇▇ CLO I, Limited
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Director
▇▇▇▇▇ ▇▇▇▇▇ CDO III LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ Institutional Senior Loan Fund
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ Senior Income Trust
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Senior Debt Portfolio
By: Boston Management and Research
As Investment Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ & Co.
By: Boston Management and Research
As Investment Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Credit Suisse First Boston
By: /s/ ▇▇▇▇▇▇▇ ▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇
Title: Director
Credit Suisse First Boston
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Associate
Crescent/Mach I Partners, L.P.
By: TCW Asset Management Company
By: /s/ G. ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
Crescent/Mach I Partners, L.P.
By: TCW Asset Management Company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
SEA PINES FUNDING LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
General Electric Capital Corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Duly Authorized Signatory
Natexis ▇▇▇▇▇▇▇ Populaires
By: /s/ Jordan ▇. ▇▇▇▇
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Name: Jordan ▇. ▇▇▇▇
Title: Assistant Vice President
Natexis ▇▇▇▇▇▇▇ Populaires
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate
Canyon Capital CDO 2002-1 Ltd.
By: /s/ R.C.B. ▇▇▇▇▇▇▇
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Name: R.C.B. ▇▇▇▇▇▇▇
Title: Managing Partner
KZH Soleil LLC
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Name of Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Agent
By:
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Name:
Title:
THE UNDERSIGNED GUARANTORS HEREBY CONSENT AND AGREE TO THE FOREGOING
AMENDMENT AS OF THE DATE HEREOF.
PANAPAGE ONE LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President,
General Counsel and Secretary
PANAPAGE TWO LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President,
General Counsel and Secretary
PANAPAGE CO. LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President,
General Counsel and Secretary
PANAVISION INTERNATIONAL, L.P.
By: Panavision Inc., its General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President,
General Counsel and Secretary
PANAVISION U.K. HOLDINGS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President,
General Counsel and Secretary
PANAVISION REMOTE SYSTEMS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President,
General Counsel and Secretary
LPPI, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President,
General Counsel and Secretary
Annex A
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Consolidated EBITDA: $61,600,000.
Annex B
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SCHEDULE 4.15
-------------
SUBSIDIARIES
------------
-------------------------------------------------------------------------------------------------------------
SUBSIDIARY JURISDICTION OWNERSHIP
-------------------------------------------------------------------------------------------------------------
Film Facilities Ltd. (New Zealand) New Zealand Panavision NZ Limited
-------------------------------------------------------------------------------------------------------------
LPPI, LLC California 100% by Panavision Inc.
-------------------------------------------------------------------------------------------------------------
Panapage Co. LLC Delaware 100% membership interest held by
Panavision Inc.
-------------------------------------------------------------------------------------------------------------
Panapage One LLC Delaware 100% membership interest held by
Panapage Co. LLC
-------------------------------------------------------------------------------------------------------------
Panapage Two LLC Delaware 100% membership interest held by
Panapage Co. LLC
-------------------------------------------------------------------------------------------------------------
Panavision Canada Holdings Inc. Canada 100% by Panavision Inc.
-------------------------------------------------------------------------------------------------------------
Panavision Remote Systems LLC California 100% membership interest held
by Panavision Inc.
-------------------------------------------------------------------------------------------------------------
Panavision Canada Corp. Canada 100% by Panavision Canada
Holdings, Inc.
-------------------------------------------------------------------------------------------------------------
Panavision U.K. Holdings, Inc. Delaware 100% by Panavision Inc.
-------------------------------------------------------------------------------------------------------------
Panavision Europe Limited(1) United Kingdom 100% by Panavision
International, L.P.
-------------------------------------------------------------------------------------------------------------
Panavision International, L.P. Delaware 870 Class A Units and 860 Class
B Units held by Panapage One LLC
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40 General Partner Class A
Units and 70 General Partner
Class B Units held by Panapage
Two LLC
-------------------------------------------------------------------------------------------------------------
--------
(1) The following is a list of wholly owned subsidiaries of Panavision Europe
Ltd. (UK): (1) ▇▇▇ Lighting, Ltd. (United Kingdom) (parent of ▇▇▇ Lighting,
Ltd.), (2) Camera Rentals Ireland Limited (Ireland), (3) ▇▇▇▇▇▇▇▇▇ Group
Ltd (UK) (parent of Panavision Asia Pacific Pty Ltd. (Australia), which is
the parent of each of ▇▇▇▇ ▇▇▇▇▇ Group Pty Ltd (Australia), Panavision Asia
Pte Ltd. (Singapore), ▇▇▇▇▇▇▇▇▇ Case Pty Ltd. (Australia), Panavision
Australia Pty Ltd. (Australia) and Panavision Lighting Asia Pacific Pty
Ltd. (Australia)), (4) Panavision Poland Ltd.(UK), (5) Camera Bellows Ltd.
(UK), (6) ▇▇▇ Filters Ltd. (UK), (7) ▇▇▇▇ ▇▇▇▇▇▇ Cameras, Ltd. (UK), (8)
Panavision Polska Z.o.o. (Poland), and (9) Panavision Alga Paris Sarl
(France) (the parent of Cinecam Sarl (France)).
-------------------------------------------------------------------------------------------------------------
SUBSIDIARY JURISDICTION OWNERSHIP
-------------------------------------------------------------------------------------------------------------
Panavision Luxembourg Sarl Luxembourg 100% by Panavision U.K. L.P. (UK)
-------------------------------------------------------------------------------------------------------------
Panavision (1998) Limited New Zealand 100% by Panavision Inc.
-------------------------------------------------------------------------------------------------------------
Panavision NZ Limited New Zealand 60,000 shares held by Panavision
Inc.
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140,000 shares held by
Panavision (1998) Limited
-------------------------------------------------------------------------------------------------------------
Panavision U.K. L.P. United Kingdom 99% partnership interest (LP) by
Panavision Inc.
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1% partnership interest (GP) by
Panavision U.K. Holdings, Inc.
-------------------------------------------------------------------------------------------------------------
PANY Rental Inc. New York 100% by Panavision
International, L.P.
-------------------------------------------------------------------------------------------------------------
DHD Ventures, LLC Delaware 51% held by Panavision Inc., who
also holds the right to
designate 2 of the 4 members of
the Board of Managers
-------------------------------------------------------------------------------------------------------------
TFN Lighting Corp. Delaware 100% PANY Rental Inc.
--------------------------------------- ---------------------------------- ----------------------------------
Annex C
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SCHEDULE 4.15(b)
----------------
OUTSTANDING SUBSCRIPTIONS, OPTIONS, WARRANTS AND OTHER AGREEMENTS
-----------------------------------------------------------------
--------------------------------------------------------------------------
SUBSIDIARY DESCRIPTION OF OUTSTANDING
SECURITY AND HOLDER THEREOF
--------------------------------------------------------------------------
Panavision Canada Holdings Inc. Options to acquire up to 15% of
the capital stock held by
directors, officers or employees.
--------------------------------------------------------------------------
Annex D
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Exhibit C
---------
[Letterhead of Company]
[Date]
[Name and Address of Bank]
Attention:
Re: Withdrawal Request
----------------------
Ladies and Gentlemen:
Pursuant to Section 7(e) of the Deposit Account Control Agreement, dated as
of January 16, 2004 (the "Agreement", a copy of which is attached hereto)
between Panavision Inc., Wilmington Trust Company as collateral trustee (the
"Collateral Trustee"), JPMorgan Chase Bank, as administrative agent (the
"Administrative Agent") and you, we hereby give you notice of our request to
withdraw $[_________] from the Deposit Account on ______ __, 200_. Terms used
herein but not defined herein shall have the meanings assigned to such term in
the Credit Agreement referred to in the Agreement.
We hereby represent and warrant that, as of the date hereof, (i) no Default
or Event of Default has occurred and is continuing and (ii) we have delivered a
Reinvestment Notice to the Administrative Agent and, pursuant to such
Reinvestment Notice, intend to use these funds within the next ten Business Days
to fund (or, in the case of Capital Expenditures incurred on or after August 11,
2004, to reimburse the Company for prior fundings of) the reinvestment described
in such Reinvestment Notice.
Very truly yours,
PANAVISION INC.
By:
---------------------------------
Title:
cc: JPMorgan Chase Bank, as administrative agent
Wilmington Trust Company, as collateral trustee