Exhibit 5
Mafco Holdings Inc.
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December 3, 2002
M & F Worldwide Corp.
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Gentlemen:
Mafco Holdings Inc., a Delaware corporation ("Mafco"), and M & F
Worldwide Corp., a Delaware corporation ("M & F Worldwide"), hereby agree that
Mafco, or a wholly owned subsidiary of Mafco, will purchase from M & F
Worldwide a $6,700,000 promissory note issued by Panavision Inc., a Delaware
corporation ("Panavision"), to M & F Worldwide in connection with Panavision's
acquisition of Las Palmas Production, Inc. (the "Las Palmas Note"), for an
aggregate purchase price of $6,700,000 in cash.
In connection with the transactions contemplated by this letter
agreement (the "Letter Agreement"), ▇▇▇▇▇ represents and warrants that:
1. Mafco 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 Mafco 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 Mafco, 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 Mafco is a party or by
which Mafco or any of its property is bound or to which it is
subject;
3. Mafco 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 Mafco
of this Letter Agreement has been duly authorized; and
4. This Letter Agreement has been duly and validly executed and
delivered by Mafco and constitutes the legal, valid and binding
obligation of Mafco, enforceable against Mafco 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, M & F Worldwide represents and warrants that:
1. M & F Worldwide 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 M & F Worldwide 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 M & F Worldwide, 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 M & F
Worldwide is a party or by which M & F Worldwide or any of its
property is bound or to which it is subject;
3. M & F Worldwide 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 M & F Worldwide of this Letter Agreement has been duly
authorized;
4. This Letter Agreement has been duly and validly executed and
delivered by M & F Worldwide and constitutes the legal, valid and
binding obligation of M & F Worldwide, enforceable against M & F
Worldwide 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 transfer of the Las Palmas Note will effectively vest in Mafco
good, valid and marketable title to the Las Palmas Note, free and
clear of all Encumbrances whatsoever, except for any Encumbrances
arising under the Securities Act of 1933 (the "Securities Act") or
state securities laws. 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 Las Palmas Note in exchange for $6,700,000 in
cash, Mafco and M & F Worldwide shall execute and deliver a cross receipt in
the form attached hereto as Exhibit A.
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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
ACCEPTED AND AGREED TO:
M & F WORLDWIDE CORP.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chairman of the Board of
Directors, President and Chief
Executive Officer
EXHIBIT A
CROSS RECEIPT
Mafco hereby acknowledges delivery of the Las Palmas Note in
satisfaction of M & F Worldwide's obligations under the Letter Agreement.
MAFCO HOLDINGS INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
M & F Worldwide hereby acknowledges delivery of $6,700,000 in
satisfaction of Mafco's obligations under the Letter Agreement.
M & F WORLDWIDE CORP.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chairman of the Board of
Directors, President and Chief
Executive Officer
