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MAFCO CONSOLIDATED GROUP INC.
Issuer
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AMENDMENT NO. 1 TO
VALUE SUPPORT RIGHTS AGREEMENT
Dated as of December 20, 1996
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AMERICAN STOCK TRANSFER & TRUST COMPANY
Trustee
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AMENDMENT NO. 1 (this "Amendment"), dated as of December 20, 1996, to the
VALUE SUPPORT RIGHTS AGREEMENT (the "VSR Agreement"), dated as of November 25,
1996, by and between MAFCO CONSOLIDATED GROUP INC., a Delaware corporation (the
"Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, as trustee (the
"Trustee").
RECITALS OF THE COMPANY
WHEREAS, the Company and the Trustee are parties to the VSR Agreement
pursuant to which the Company issued 23,156,502 Value Support Rights (the
"Securities"; capitalized terms used herein and not defined shall have the
meanings given them in the VSR Agreement");
WHEREAS, pursuant to the Purchase Agreement by and among the Company, PCT,
and Purchaser, the Company agreed to sell to Purchaser all of the outstanding
common stock of Flavors Holdings Inc., a Delaware corporation, and the Company
agreed to issue to Purchaser the Securities;
WHEREAS, on November 14, 1996, the Board of Directors of Purchaser approved
the distribution of the Securities to PCT;
WHEREAS, on November 5, 1996, the Company entered into a Memorandum of
Understanding (the "Memorandum of Understanding") relating to certain
stockholder litigation brought in connection with the Purchase Agreement and the
VSR Agreement;
WHEREAS, Section 6.1 of the VSR Agreement, "Amendments Without Consent of
Holders," provides that the Company and the Trustee, at any time and from time
to time, may enter into one or more amendments to the VSR Agreement, without the
consent of the Holders of Securities, to add to the covenants of the Company
such further covenants, restrictions, conditions or provisions as its Board of
Directors and the Trustee shall consider to be for the protection of the Holders
of the Securities;
WHEREAS, the Company desires to amend certain terms of the VSR Agreement
in order to reflect the Memorandum of Understanding;
NOW, THEREFORE, for and in consideration of the premises and the
consummation of the transactions referred to above, it is covenanted and
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agreed, for the equal and proportionate benefit of all Holders of the
Securities, as follows:
AGREEMENT
1. Each of the Company and the Trustee agrees that the following
provisions and exhibits of the VSR Agreement be and they hereby are amended
pursuant to Section 6.1 of the VSR Agreement as set forth below.
(a) Section 3.1(g) is hereby amended by replacing the words "have an
interest rate and redemption provisions determined in good faith by the Board of
Directors of the Company to result in such debt having in the opinion of an
Independent Financial Expert a market value as of the date of issuance on a
fully distributed basis equal to 100% of its principal amount. Such
determination of the Board of Directors will be supported by a written opinion
delivered to the Board of Directors by an Independent Financial Expert"
beginning on line fifteen with the following:
", in the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated ("▇▇▇▇▇▇
▇▇▇▇▇▇▇") and ▇▇▇▇▇▇▇▇▇▇ Inc. ("Rothschild"), have an interest rate
and redemption provisions designed to result in such debt having a
market value on a fully distributed basis on the date of issuance
equal to 100% of its principal amount; provided, however, that in the
event that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ are unable to agree, a
nationally recognized investment banking firm shall be chosen by such
two firms (the "Independent Firm") to render its opinion with respect
to the foregoing, and, in such event, at the Company's option, either
the opinion of Rothschild or the opinion of the Independent Firm shall
be controlling. In addition, such debt shall receive an initial
rating of at least B+ from ▇▇▇▇▇'▇ Investors Service or B1 from
Standard & Poors. The reasonable fees and expenses of Rothschild and,
if applicable the Independent Firm, incurred in connection with the
valuation of such debt, as set forth above, shall be paid by the
Company."
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(b) Exhibit A of the VSR Agreement is hereby amended by replacing the
paragraph labeled "Interest; Redemption" in its entirety with the following:
"Interest; Redemption: The Notes will have, in the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ &
Co. Incorporated ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇") and ▇▇▇▇▇▇▇▇▇▇ Inc.
("Rothschild"), an interest rate and redemption
provisions designed to result in such debt having a
market value on a fully distributed basis on the date of
issuance equal to 100% of its principal amount;
provided, however, that in the event that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
and Rothschild are unable to agree, a nationally
recognized investment banking firm shall be chosen by
such two firms (the "Independent Firm") to render its
opinion with respect to the foregoing, and, in such
event, at the Company's option, either the opinion of
Rothschild or the opinion of the Independent Firm shall
be controlling.
Rating: The Notes shall receive an initial rating of at least B+
from ▇▇▇▇▇'▇ Investors Service or B1 from Standard &
Poors."
2. Except as amended hereby, the VSR Agreement shall remain in full force
and effect.
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IN WITNESS WHEREOF, the Company and the Trustee have caused this Amendment
to be duly executed by their respective officers thereunto duly authorized as of
the day and the year first above written.
MAFCO CONSOLIDATED GROUP INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
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