EXHIBIT 10.14
Mafco Holdings, Inc.
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January 31, 2003
Panavision Inc.
c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇
Chief Financial Officer
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
Gentlemen:
Mafco Holdings Inc., a Delaware corporation ("Mafco"), PX
Holding Corporation, a Delaware corporation ("PX Holding") and a wholly owned
subsidiary of Mafco, and Panavision Inc., a Delaware corporation ("Panavision"),
hereby agree that Panavision will issue and sell to Mafco, or a wholly owned
subsidiary of Mafco, and upon the basis of the representations and warranties
herein contained, Mafco, or a wholly owned subsidiary of Mafco, will purchase,
4,372 shares of Series B Cumulative Pay-In-Kind Preferred Stock, par value $.01
per share, of Panavision (the "Series B Preferred Stock"), at a purchase price
of $4,372,637.50 ("Purchase Price"). The Series B Preferred Stock will have the
powers, preferences and rights set forth in the Certificate of Designations,
Powers, Preferences and Right (the "Certificate of Designations") of the Series
B Preferred Stock attached hereto as Exhibit A, and shall be Registrable
Securities for the purposes of the Registration Rights Agreement, dated as of
December 3, 2002, between Panavision and PX Holding.
In connection with the transactions contemplated by this
letter agreement (the "Letter Agreement"), Mafco and PX Holding (together, the
"Companies") represent and warrant that:
1. Each of the Companies is a corporation duly organized, validly
existing and in good standing under the laws of Delaware;
2. None of the execution and delivery of this Letter Agreement,
the consummation of the transactions herein contemplated or
compliance with the terms and conditions hereof by the
Companies will conflict with or result in a breach of, or
require any authorization, approval or consent which has not
been obtained under, or constitute a default under, the charter
or by-laws of each of the Companies, or any applicable
provision or term of any law or regulation, or any order, writ,
injunction or decree of any court or governmental authority or
agency, or any material agreement or instrument to which either
of the Companies is a party or by which either of the Companies
or any of their property is bound or to which it is subject;
3. Each of the Companies has all necessary corporate power,
authority and legal right to execute, deliver and perform its
obligations as described in this Letter Agreement and the
execution, delivery and performance by the Companies of this
Letter Agreement has been duly authorized; and
4. This Letter Agreement has been duly and validly executed and
delivered by each of the Companies and constitutes the legal,
valid and binding obligation of the Companies, enforceable
against each of the Companies in accordance with its terms,
except as such enforceability may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium,
fraudulent conveyance, fraudulent transfer or similar laws of
general applicability affecting the enforcement of creditors'
rights and (ii) the application of general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law).
In connection with the transactions contemplated by this Letter
Agreement, Panavision represents and warrants that:
1. Panavision is a corporation duly organized, validly existing
and in good standing under the laws of Delaware;
2. None of the execution and delivery of this Letter Agreement,
the consummation of the transactions herein contemplated or
(including, but not limited to, the issuance and sale of the
Series B Preferred Stock) compliance with the terms and
conditions hereof by Panavision will conflict with or result in
a breach of, or require any authorization, approval or consent
which has not been obtained under, or constitute a default
under, the charter or by-laws of Panavision, or any applicable
provision or term of any law or regulation, or any order, writ,
injunction or decree of any court or governmental authority or
agency, or any material agreement or instrument to which
Panavision is a party or by which Panavision or any of its
property is bound or to which it is subject;
3. Panavision has all necessary corporate power, authority and
legal right to execute, deliver and perform its obligations as
described in this Letter Agreement and the execution, delivery
and performance by Panavision of this Letter Agreement has been
duly authorized;
4. This Letter Agreement has been duly and validly executed and
delivered by Panavision and constitutes the legal, valid and
binding obligation of Panavision, enforceable against
Panavision in accordance with its terms, except as such
enforceability may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, fraudulent
transfer or similar laws of general applicability affecting the
enforcement of creditors' rights and (ii) the application of
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law); and
5. The shares of Series B Preferred Stock being issued pursuant to
this Letter Agreement have been duly authorized by all
necessary corporate action on the part of Panavision, and the
shares of Series B Preferred Stock being issued pursuant to
this Letter Agreement will be validly issued, fully paid and
nonassessable, will have the powers, preferences and rights set
forth in the Certificate of Designations, will be free and
clear of all Encumbrances whatsoever, except for any
Encumbrances arising under the Securities Act of 1933, as
amended, or state securities laws, and the issuance of such
shares is not subject to preemptive or subscription rights of
any stockholder of Panavision. As used in this Letter
Agreement, the term "Encumbrances" shall mean any and all
liens, charges, security interests, options, claims, mortgages,
pledges, or agreements, obligations, understandings or
arrangements or other restrictions on title or transfer of any
nature whatsoever.
Upon delivery of the Series B Preferred Stock by Panavision and
upon payment of the Purchase Price by Mafco, Mafco, PX Holding and Panavision
shall execute and deliver a cross receipt in the form attached hereto as Exhibit
B.
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:30 AM 06/27/2002
020417491 - 2247211
If you are in agreement with the foregoing, please so indicate
by signing the enclosed duplicate copy of this Letter Agreement.
Very truly yours,
MAFCO HOLDINGS INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
PX HOLDING CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
ACCEPTED AND AGREED TO:
PANAVISION INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Financial Officer
EXHIBIT 10.14 Attachment A
CERTIFICATE OF THE DESIGNATIONS,
POWERS, PREFERENCES AND RIGHTS
OF
SERIES B CUMULATIVE PAY-IN-KIND
PREFERRED STOCK
OF
PANAVISION INC.
(Pursuant to Section 151 of the
Delaware General Corporation Law)
Panavision Inc., a Delaware corporation (the "Company"), hereby
certifies that the following resolution was adopted by the Board of Directors of
the Company:
RESOLVED, that pursuant to the authority expressly granted to
and vested in the Board of Directors of the Company (the "Board of Directors")
by the provisions of the Amended and Restated Certificate of Incorporation of
the Company (the "Certificate of Incorporation"), there is hereby created, out
of the 2,000,000 shares of Preferred Stock, par value $0.01 per share, of the
Company authorized in Section 5 of the Certificate of Incorporation (the
"Preferred Stock"), a series of the Preferred Stock consisting of 100,000
shares, which series shall have the following powers, designations, preferences
and relative, participating, optional or other rights, and the following
qualifications, limitations and restrictions (in addition to any powers,
designations, preferences and relative, participating, optional or other rights,
and any qualifications, limitations and restrictions, set forth in the
Certificate of Incorporation which are applicable to the Preferred Stock):
Section 1. Designation of Amount.
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The shares of Preferred Stock created hereby shall be
designated the "Series B Cumulative Pay-In-Kind Preferred Stock" (the "Series B
Preferred Stock") and the authorized number of shares constituting such series
shall be 100,000.
Section 2. Ranking; Term.
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(a) The Series B Preferred Stock shall, with respect to dividend rights
and rights to distributions upon the liquidation, winding-up or dissolution of
the Company, rank senior to all classes of common stock, par value $0.01 per
share, of the Company (the "Common Stock") and to each other class or series of
capital stock or other equity securities of the Company authorized, issued or
otherwise established; provided, however, that the holders of a majority of the
outstanding shares of Series B Preferred Stock, in accordance with the
provisions of Section 7(b) hereof, may approve the authorization, issuance or
establishment of a series of Preferred Stock the terms of which rank on a parity
with or senior to the Series B Preferred Stock as to dividends and distributions
upon the liquidation, winding-up or dissolution of the Company.
(b) The Series B Preferred Stock shall be perpetual and may not be
redeemed, purchased, retired or otherwise acquired by the Company unless such
redemption, purchase, retirement or other acquisition by the Company is
expressly authorized herein and consummated in accordance with the provisions
specified herein.
Section 3. Dividends.
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(a) The holders of the then outstanding shares of Series B Preferred
Stock will be entitled to receive out of funds of the Company legally available
therefore, cumulative dividends accruing on a daily basis from the Original
Issuance Date (as hereinafter defined) through and including the date on which
such dividends are paid at the annual rate of 10% (the "Applicable Rate") of the
Liquidation Preference (as hereinafter defined) per share of the Series B
Preferred Stock, payable on each March 31, June 30, September 30 and December
31, commencing on September 30, 2002 (each such date, a "Dividend Payment Date")
and calculated in accordance with Section 3(d); provided that: (i) if any such
Dividend Payment Date is not a Business Day then such dividend shall be payable
on the next Business Day, and (ii) accumulated and unpaid dividends for any
prior quarterly period may be paid at any time. Such dividends shall be
cumulative whether or not earned or declared and whether or not there are
profits, surplus or other funds of the Company legally available for the payment
of dividends. The term "Original Issuance Date" means June 27, 2002. The
dividends provided for in this Section 3(a) are hereinafter referred to as
"Dividends." Dividends shall be payable, at the option of the Company, either
(i) in cash, (ii) by issuance of additional shares of Series B Preferred Stock
(including fractional shares) having an aggregate Liquidation Preference equal
to the amount of the dividend to be paid, or (iii) any combination thereof. All
dividends paid with respect to shares of Series B Preferred Stock, whether in
cash or shares of Series B Preferred Stock, pursuant to this Section 3 shall be
made pro rata among the holders thereof based upon the aggregate accrued but
unpaid dividends on the shares held by each such holder. If and when any shares
are issued under this Section 3(a) for the payment of accrued dividends, such
shares shall be validly issued and outstanding and fully paid and nonassessable.
For all purposes hereunder, dividends on the Series B Preferred Stock shall be
treated as if the same were paid on the relevant Dividend Payment Date, whether
or not the same were in fact so paid or declared. In the case of shares of
Series B Preferred Stock issued as a dividend on shares of Series B Preferred
Stock, dividends shall accrue and be cumulative from the Dividend Payment Date
in respect of which such shares were scheduled to be paid pursuant to this
Section 3(a) as a dividend.
(b) Each fractional share of Series B Preferred Stock outstanding (or
treated as outstanding pursuant to Section 3(a) hereof) shall be entitled to a
ratably proportionate amount of all dividends accruing with respect to each
outstanding or due to be issued and outstanding share of Series B Preferred
Stock pursuant to Section 3(a) and all such dividends with respect to such
outstanding fractional shares shall be cumulative and shall accrue (whether or
not declared) and shall be payable in the same manner and at such times as
provided for in Section 3(a) with respect to dividends on each outstanding or
due to be issued and outstanding share of Series B Preferred Stock. Each
fractional share of Series B Preferred Stock outstanding shall also be entitled
to a ratably proportionate amount of any other distributions made with respect
to each outstanding or due to be issued and outstanding share of Series B
Preferred Stock, and all such distributions shall be payable in the same manner
and at the same time as distributions on each outstanding or due to be issued
and outstanding share of Series B Preferred Stock.
(c) If full cumulative Dividends are not paid in full, or declared in
full and sums set apart in trust for the payment thereof, upon the shares of
Series B Preferred Stock and the shares of any other series of capital stock of
the Company ranking on a parity as to dividends with the Series B Preferred
Stock ("Parity Dividend Stock"), all dividends declared upon shares of Series B
Preferred Stock and upon all Parity Dividend Stock shall be paid or declared pro
rata so that in all cases the amount of dividends paid or declared per share on
the Series B Preferred Stock and such Parity Dividend Stock shall bear to each
other the same ratio that unpaid accumulated dividends per share, including
dividends accrued or in arrears, if any, on the shares of Series B Preferred
Stock and such other shares of Parity Dividend Stock, bear to each other. Unless
and until full cumulative Dividends
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on the shares of Series B Preferred Stock in respect of all past quarterly
dividend periods have been paid, and the full amount of Dividends on the shares
of Series B Preferred Stock in respect of the then current quarterly dividend
period shall have been or are contemporaneously provided for in full for the
payment thereof at the next succeeding Dividend Payment Date, (i) no dividends
shall be paid or declared or set aside for payment or other distribution upon
the Common Stock of the Company or any other capital stock of the Company
ranking junior to the Series B Preferred Stock as to dividends or as to
distributions upon liquidation, dissolution or winding up of the Company (other
than in shares of, or warrants or rights to acquire, solely capital stock of the
Company ranking junior to the Series B Preferred Stock both as to dividends and
as to distributions upon liquidation, dissolution or winding up of the Company
("Junior Stock")) and (ii) no shares of capital stock of the Company ranking
junior to or on a parity with the Series B Preferred Stock as to dividends or as
to distributions upon liquidation, dissolution or winding up of the Company
shall be redeemed, retired, purchased or otherwise acquired for any
consideration (or any payment made to or available for a sinking fund for the
redemption of any such shares) by the Company or any Subsidiary (except by
conversion into or exchange solely for shares of Junior Stock). For purposes
hereof, a "Subsidiary" shall mean any corporation, association, partnership,
limited liability company, joint venture or other business entity (i) at least
50% of the outstanding voting securities of which are at the time owned or
controlled, directly or indirectly, by the Company or (ii) with respect to which
the Company possesses, directly or indirectly, the power to direct or cause the
direction of the affairs or management of such person.
(d) The amount of any Dividends per share of Series B Preferred Stock
for any full quarterly period shall be computed by multiplying the Applicable
Rate for such quarterly dividend period by the Liquidation Preference per share
and dividing the result by four. Dividends payable on the shares of Series B
Preferred Stock for any period less than a full quarterly dividend period shall
be computed on the basis of a 360-day year of twelve 30-day months and the
actual number of days elapsed for any period less than one month.
(e) No dividend shall be paid or declared on any share of Common Stock,
unless full Dividends on the shares of Series B Preferred Stock in respect of
all past dividend periods have been paid, and sums representing the full amount
of Dividends on the shares of Series B Preferred Stock are declared in respect
of the then current quarterly dividend period and paid or shall have been or are
contemporaneously provided for in full for the payment thereof at the next
succeeding Dividend Payment Date. For purposes hereof, the term "dividends"
shall include any pro rata distribution by the Company, out of funds of the
Company legally available therefor, of cash, property, securities (including,
but not limited to, rights, warrants or options) or other property or assets to
the holders of the Common Stock, whether or not paid out of capital, surplus or
earnings.
Section 4. Liquidation Preference.
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In the event of a liquidation, dissolution or winding up of
the Company, whether voluntary or involuntary (a "Liquidation"), the holders of
the Series B Preferred Stock then outstanding shall be entitled to receive out
of the available assets of the Company, whether such assets are stated capital
or surplus of any nature, an amount in cash on such date equal to $1,000 per
share of Series B Preferred Stock (the "Liquidation Preference") plus an amount
in cash in respect of any accrued but unpaid Dividends as of such date. Such
payment shall be made before any payment shall be made or any assets distributed
to the holders of any class or series of the Common Stock or any other class or
series of the Company's capital stock ranking junior as to liquidation rights to
the Series B Preferred Stock. If upon any Liquidation the assets available for
payment of the Liquidation Preference are insufficient to permit the payment to
the holders of the Series B Preferred Stock of the full preferential amounts
described in this Section 4, then all the available assets shall be distributed
among the holders of the then outstanding shares of Series B Preferred Stock and
the then outstanding shares of capital stock ranking on a parity with the Series
B Preferred Stock as to distributions upon Liquidation, pro rata according to
the number of then outstanding shares of Series B Preferred Stock
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and then outstanding shares of parity stock held by each holder thereof. A
merger or consolidation of the Company, or a sale of all or substantially all of
its assets, shall not constitute a Liquidation for purposes of this Section 4,
unless in connection with such merger or consolidation or sale of all or
substantially all of the Company's assets, the stockholders of the Company
specifically determine that such transaction be deemed a Liquidation.
Section 5. Reorganization, Reclassification, Merger, Consolidation.
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(a) At any time while any shares of Series B Preferred Stock are
outstanding, the Company shall not (i) consolidate or merge with or into another
person or entity or (ii) sell, lease, assign, transfer, convey or otherwise
dispose of all or substantially all of its assets (each such transaction
described in clauses (i) and (ii) of this Section 5(a) is referred to herein as
a "Fundamental Transaction"); provided, however, that the Company may undertake
or effect a Fundamental Transaction if, in the case of a merger or
consolidation, the Company will be the surviving entity and the Series B
Preferred Stock will remain outstanding or, prior to the consummation of any
such Fundamental Transaction, the successor entity, in the case of a merger of
consolidation, resulting from such Fundamental Transaction or the transferee of
all or substantially all of the Company's assets, in the case of a Fundamental
Transaction which is an asset sale, shall assume by written instrument the
obligation to deliver to the holders of the Series B Preferred Stock upon
consummation of such Fundamental Transaction, in exchange for all outstanding
shares of Series B Preferred Stock, shares of stock, securities or other assets
having identical rights, powers, preferences and privileges as the Series B
Preferred Stock immediately prior to such Fundamental Transaction. The
provisions of this Section 5(a) shall similarly apply to successive
reorganizations, reclassifications, consolidations, or mergers.
(b) Notwithstanding the provisions of Section 5(a) hereof, upon a Change
of Control (as hereinafter defined), each holder of the Series B Preferred Stock
shall have the right to require the Company to repurchase all or any part of
such holder's shares of Series B Preferred Stock at a repurchase price in cash
equal to the Liquidation Preference thereof plus an amount in cash in respect of
any accrued but unpaid Dividends as of the date of repurchase in accordance with
the terms contemplated in Section 5(c). The Company's obligation to redeem the
Series B Preferred Stock pursuant to this Section 5 shall become operative only
after the Company has first complied with (x) Section 4.08 of the Indenture,
dated as of February 11, 1998, with respect to the Company's 9 5/8% Senior
Subordinated Discount Notes Due 2006 and 9 5/8% Senior Subordinated Discount
Exchange Notes Due 2006 (such 9 5/8% Senior Subordinated Discount Notes Due 2006
and 9 5/8% Senior Subordinated Discount Exchange Notes Due 2006 are referred to
collectively as the "Notes"), including the purchase of any Notes tendered
pursuant thereto and (y) any applicable provisions of the Credit Agreement among
the Company, JPMorgan Chase Bank as Administrative Agent, and the lenders party
thereto, dated as of May 28, 1998 (as amended through the Original Issuance
Date).
(c) Within 45 days following any Change of Control, the Company shall
mail a notice to each holder of Series B Preferred Stock stating:
(i) that a Change of Control has occurred and that such holder has
the right to require the Company to repurchase all or any part of such
holder's shares of Series B Preferred Stock at a repurchase price in
cash equal to Liquidation Preference thereof plus an amount in cash in
respect of any accrued but unpaid Dividends as of the date of
repurchase;
(ii) the circumstances and relevant facts regarding such Change of
Control;
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(iii) the repurchase date (which shall be no earlier than 30 days
nor later than 60 days from the date such notice is mailed); and
(iv) the instructions determined by the Company, consistent with
this Section 5, that such holder must follow in order to have its shares
of Series B Preferred Stock repurchased.
(d) Holders of Series B Preferred Stock electing to have shares of
Series B Preferred Stock repurchased will be required to surrender such shares
to the Company at the address specified in the notice at least three Business
Days prior to the repurchase date. Holders will be entitled to withdraw their
election if the Company receives not later than three Business Days prior to the
repurchase date, a facsimile transmission or letter setting forth the name of
the holder, the number of shares of Series B Preferred Stock originally elected
to be redeemed and a statement that such holder is withdrawing his election to
have such shares purchased.
(e) On the repurchase date, all shares of Series B Preferred Stock
repurchased by the Company under this Section 5 shall be delivered to the
Company for cancellation, and the Company shall pay the repurchase price to the
holders entitled thereto. Upon surrender of shares that are repurchased under
this Section 5 in part, the Company shall execute for the holder thereof (at the
Company's expense) a new stock certificate evidencing a number of shares of
Series B Preferred Stock equal to the number of shares of Series B Preferred
Stock surrendered less the number of shares of Series B Preferred Stock
repurchased.
(f) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of shares of Series B Preferred
Stock pursuant to this Section 5. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section, the
Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached this Section by virtue thereof.
(g) Any shares of Series B Preferred Stock which shall at any time have
been redeemed, retired or repurchased pursuant to this Section 5 or otherwise
shall, after such redemption, retirement or repurchase have the status of
authorized but unissued shares of Preferred Stock, without designation as to
series, and shall not be reissued as Series B Preferred Stock.
(h) "Change of Control" means the occurrence of any of the following
events on or after the Original Issuance Date:
(i) any "Person" (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), other than one or more Permitted Holders (as hereinafter
defined), is or becomes the beneficial owner (as defined in Rules 13d-3
and 13d-5 under the Exchange Act, except that a Person shall be deemed
to have "beneficial ownership" of all shares that any such Person has
the right to acquire, whether such right is exercisable immediately or
only after the passage of time), directly or indirectly, of more than
35% of the total voting power of the Voting Stock of the Company;
provided, however, that the Permitted Holders "beneficially own" (as so
defined), directly or indirectly, in the aggregate a lesser percentage
of the total voting power of the Voting Stock of the Company than such
other Person and do not have the right or ability by voting power,
contract or otherwise to elect or designate for election a majority of
the Board of Directors of the Company (for the purposes of this clause
(i), such other Person shall be deemed to beneficially own any Voting
Stock of a specified
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corporation held by a parent corporation, if such other Person
"beneficially owns" (as so defined), directly or indirectly, more than
35% of the voting power of the Voting Stock of such parent corporation
and the Permitted Holders "beneficially own" (as so defined), directly
or indirectly, in the aggregate a lesser percentage of the voting power
of the Voting Stock of such parent corporation and do not have the right
or ability by voting power, contract or otherwise to elect or designate
for election a majority of the Board of Directors of such parent
corporation); or
(ii) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of the Company
(together with any new directors whose election by such Board of Directors or
whose nomination for election by the shareholders of the Company was approved by
a vote of 66-2/3% of the directors of the Company then still in office who were
either directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors of the Company then in office.
(i) "Capital Stock" of any Person means any and all shares, interests
(including partnership interests), rights to purchase, warrants, options,
participations or other equivalents of or interests in (however designated)
equity of such Person, including any Preferred Stock (as hereinafter defined),
but excluding any debt securities convertible into or exchangeable for such
equity.
(j) "Permitted Holders" means ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (or in the event of his
incompetence or death, his estate, heirs, executor, administrator, committee or
other personal representative (collectively, "heirs")) or any Person controlled,
directly or indirectly, by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or his heirs.
(k) "Preferred Stock," as applied to the Capital Stock of any Person,
means, solely for purposes of this ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ of any class or
classes (however designated) which is preferred as to the payment of dividends,
or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such Person, over shares of Capital Stock of any
other class of such Person.
(l) "Voting Stock" of a Person means all classes of Capital Stock or
other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.
Section 6. Optional Redemption by Company.
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(a) The Company may redeem all or any portion of the then outstanding
shares of Series B Preferred Stock for cash at a redemption price equal to the
Liquidation Preference thereof plus an amount in cash in respect of any accrued
and unpaid Dividends as of such date.
(b) In order to exercise its right of optional redemption, the Company
shall, not more than one hundred twenty (120) nor less than ninety (90) days
prior to the redemption date, give to each holder of record of the Series B
Preferred Stock to be redeemed pursuant to this Section 6, at such holder's
address as it shall appear upon the stock register of the Company on such date,
notice by first class mail, postage prepaid. Each such notice of redemption
shall be irrevocable and shall specify the date that is the redemption date, the
redemption price, the identification of the shares to be redeemed, the place or
places of payment and that payment will be made upon presentation and surrender
of the certificate(s) evidencing the shares of Series B Preferred Stock to be
redeemed.
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Section 7. Voting Rights.
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(a) The holders of outstanding shares of the Series B Preferred Stock:
(i) shall not be entitled to vote on any matters submitted to a vote
of the holders of the Company's capital stock on any matters except as
expressly provided herein or as required by applicable law; and
(ii) shall be entitled to receive notice of any meeting of the
stockholders of the Company in accordance with the Certificate of
Incorporation and By-laws of the Company.
(b) So long as any shares of Series B Preferred Stock remain
outstanding, the Company shall not, without the written consent or affirmative
vote of the holders of at least a majority of the outstanding shares of Series B
Preferred Stock voting separately as one class, (i) amend, alter or repeal,
whether by merger, consolidation, combination, reclassification or otherwise,
the Certificate of Incorporation or By-laws of the Company or any provisions
thereof (including the adoption of a new provision thereof) if such amendment,
alteration or repeal would adversely alter or change the rights, preferences or
privileges of the Series B Preferred Stock, (ii) create, authorize or issue any
class, series or shares of Preferred Stock or any other class or series of
capital stock or other equity securities of the Company ranking either as to
payment of dividends or distribution of assets upon Liquidation (x) prior to the
Series B Preferred Stock or (y) on a parity with the Series B Preferred Stock,
or (iii) undertake any action (x) the valid consummation of which would require
the approval of the Company's stockholders pursuant to the Company's Certificate
of Incorporation or Bylaws or as required by applicable law and (y) the direct
or indirect result of which would adversely affect or change the rights,
preferences or privileges of the Series B Preferred Stock. The vote of the
holders of at least two-thirds of the outstanding shares of Series B Preferred
Stock, voting separately as one class, shall be necessary to adopt any
alteration, amendment or repeal of this Section 7, in addition to any other vote
of stockholders required by law.
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DIVISION OF CORPORATIONS
FILED 10:30 AM 06/27/2002
020417491 - 2247211
IN WITNESS WHEREOF, the Company has caused this Certificate of
Designations to be signed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, its Executive Vice President and
General Counsel, this 27th day of June, 2002.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President
and General Counsel
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DIVISION OF CORPORATIONS
FILED 10:30 AM 06/27/2002
020417491 - 2247211
EXHIBIT 10.14 Attachment B
CROSS RECEIPT
Panavision hereby acknowledges receipt from Mafco of a wire transfer of
U.S. Federal (same day) funds in the amount of $4,372,637.50 representing
payment in full of the aggregate purchase price of 4,372 shares of Series B
Cumulative Pay-In-Kind Preferred Stock, par value $.01 per share, of Panavision,
in satisfaction of Mafco's and PX Holdings' obligations under the Letter
Agreement.
PANAVISION INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Financial Officer
PX Holding and Mafco hereby acknowledge receipt of 4,372 shares of
Series B Cumulative Pay-In-Kind Preferred Stock, par value $.01 per share, of
Panavision in satisfaction of Panavision's obligations under the Letter
Agreement.
MAFCO HOLDINGS INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
PX HOLDING CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer