-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E2SFp3ZchaZy50s9J5Wv02x28buXthIpnlCxLYmE00NIuI7sZRixtq52D731eIon FP2xZ4cSPKP2TGJUbbNMfQ== 0000950172-01-500055.txt : 20010424 0000950172-01-500055.hdr.sgml : 20010424 ACCESSION NUMBER: 0000950172-01-500055 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20010420 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: M & F WORLDWIDE CORP CENTRAL INDEX KEY: 0000945235 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 020423416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46325 FILM NUMBER: 1607898 BUSINESS ADDRESS: STREET 1: 35 E 62ND ST CITY: NEW YUORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2125728600 MAIL ADDRESS: STREET 1: 35 EAST 62ND STREET CITY: NEW YORK STATE: NY ZIP: 10021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAFCO HOLDINGS INC CENTRAL INDEX KEY: 0000918939 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133603886 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 38 EAST 63RD STREET CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2125728600 MAIL ADDRESS: STREET 1: 38 EAST 63RD STREET CITY: NEW YORK STATE: NY ZIP: 10021 SC 13D/A 1 s485184.txt SC 13D - AMENDMENT NO. 11 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) M & F Worldwide Corp. ------------------------------ (Name of issuer) Common Stock, par value $.01 per share -------------------------------------------------- (Title of class of securities) 552541104 ---------------------------------------- (CUSIP number) Barry F. Schwartz 35 East 62nd Street New York, New York 10021 (212) 572-8600 ----------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) April 19, 2001 ---------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. Page 1 of 11 Pages Exhibit Index on Page 11 CUSIP No. 552541104 13D Page 2 of 15 Pages - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Mafco Holdings Inc. - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY -------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 8,148,800 WITH -------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 8,148,800 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,148,800 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_| CERTAIN SHARES - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.5% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ CUSIP No. 552541104 13D Page 3 of 15 Pages - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Mafco Consolidated Holdings Inc. - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON 6,648,800 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 6,648,800 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,648,800 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_| CERTAIN SHARES - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ CUSIP No. 552541104 13D Page 4 of 15 Pages - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Mafco Consolidated Group Inc. - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 6,648,800 WITH ------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 6,648,800 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,648,800 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_| CERTAIN SHARES - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.2% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ CUSIP No. 552541104 13D Page 5 of 15 Pages - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS PX Holding Corporation - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 1,500,000 WITH ------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,500,000 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_| CERTAIN SHARES - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ This statement amends and supplements the Statement on Schedule 13D dated June 26, 1995, as amended by Amendment No. 1 thereto dated July 31, 1995, Amendment No. 2 thereto dated February 8, 1996, Amendment No. 3 thereto dated July 8, 1996, Amendment No. 4 thereto dated October 25, 1996, Amendment No. 5 thereto dated November 27, 1996, Amendment No. 6 thereto dated August 1, 1997, Amendment No. 7 thereto dated June 9, 1998, Amendment No. 8 thereto dated December 6, 1999, Amendment No. 9 thereto dated August 15, 2000 and Amendment No. 10 thereto dated November 9, 2000 (the "Schedule 13D"), filed with the Securities and Exchange Commission by Mafco Holdings Inc., a Delaware corporation ("Mafco Holdings"), Mafco Consolidated Group, Inc., a Delaware Corporation ("Mafco Consolidated"), Mafco Consolidated Holdings Inc. (formerly C&F (Parent) Holdings Inc.), a Delaware corporation ("Mafco Consolidated Holdings"), and PX Holding Corporation, a Delaware corporation("PX Holding"), in connection with their ownership of shares of common stock, par value $.01 per share ("Common Stock") of M & F Worldwide Corp. (formerly Power Control Technologies Inc.), a Delaware corporation (the "Company"). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D. Item 2. Identity and Background. Item 2(a) is hereby amended and restated as follows: (a) This statement is being filed by Mafco Holdings, Mafco Consolidated, Mafco Consolidated Holdings and PX Holding, a direct wholly owned subsidiary of Mafco Holdings. A restated Schedule I, which includes the identity, business address and occupation or employment information for the directors and executive officers of each of Mafco Holdings, Mafco Consolidated, Mafco Consolidated Holdings and PX Holding, is attached hereto. Item 4. Purpose of Transaction. Item 4 is hereby amended by adding the following at the end thereof: On April 19, 2001 (the "Closing Date"), PX Holding and the Company entered into a stock purchase agreement (the "Stock Purchase Agreement"), pursuant to which PX Holding sold 7,320,225 shares of common stock (the "Shares"), par value $.01 per share, of Panavision Inc. ("Panavision")to the Company for an aggregate consideration consisting of (i) 1,500,000 shares of Common Stock issued from the Company's treasury, (ii) 6,182,153 shares of preferred stock of the Company, having a liquidation preference of $6.50 per share and one vote per share (the "Preferred Stock"), and (iii) $80,000,000 in cash. The Preferred Stock was created pursuant to a certificate of designations (the "Certificate of Designations") filed by the Company with the Secretary of State of the State of Delaware on the Closing Date. A copy of the Stock Purchase Agreement is attached hereto as Exhibit 10 and a copy of the Certificate of Designations is attached hereto as Exhibit 11. The description of the Stock Purchase Agreement and the Certificate of Designations are qualified in their entirety by reference to the Stock Purchase Agreement and the Certificate of Designations. In addition, the following agreements were entered into in connection with the execution of the Stock Purchase Agreement: (i) PX Holding and the Company entered into a registration rights agreement (the "Registration Rights Agreement"), dated as of the Closing Date, pursuant to which PX Holding will receive registration rights with regard to its shares of the Common Stock and Preferred Stock issued pursuant to the Stock Purchase Agreement; (ii) Panavision, PX Holding and the Company entered into a registration rights transfer agreement (the "Registration Rights Transfer Agreement"), dated as of the Closing Date, confirming that upon acquisition of the Shares, the Company or its designated affiliate, PVI Acquisition Corp., will become a "Holder" under the Registration Rights Agreement dated as of June 5, 1998, between Panavision and PX Holding, and that all Shares will become "Registrable Securities" under such agreement; (iii) Ronald O. Perelman, the sole shareholder of Mafco Holdings, and the Company entered into a letter agreement (the "Letter Agreement") pursuant to which Mr. Perelman agreed to provide such financial support to the Company as may be required in connection with payments of interest and principal or a refinancing of Panavision's Credit Agreement and 9 5/8% Senior Subordinated Discount Notes Due 2006, such financial support to be in exchange for newly issued subordinated debt or shares of the Preferred Stock of the Company. (iv) Mafco Holdings and the Company entered into a letter agreement (the "Mafco Letter Agree ment"), dated as of the Closing Date, pursuant to which Mafco Holdings, or corporations under its control, will make available to the Com pany, as required from time to time in order for the Company to fulfill its obligations under the M & F Worldwide Letter (as defined below), an aggregate amount equal to $10,000,000 in exchange for newly issued subordinated debt or shares of the Preferred Stock of the Company; and (v) The Company delivered to Panavision a letter (the "M & F Worldwide Letter"), dated as of the Closing Date, pursuant to which the Company, or one of its wholly owned subsidiaries, will make available to Panavision, as required from time to time by Panavision to make payments of principal or interest under its credit facility or senior subordinated notes, but in any event no later than December 31, 2001, an aggregate amount equal to $10,000,000 (the Investment Contribution Amount") in exchange for subordinated debt, common stock or voting preferred stock of Panavision. The payment of all or any portion of the Investment Contribution Amount by the Company is conditioned upon the Company having previously received an equivalent cash disbursement from Mafco Holdings pursuant to the Mafco Letter Agreement. A copy of the Registration Rights Agreement is attached hereto as Exhibit 12, a copy of the Registration Rights Transfer Agreement is attached hereto as Exhibit 13, a copy of the Letter Agreement is attached hereto as Exhibit 14 a copy of the Mafco Letter Agreement is attached hereto as Exhibit 15 and a copy of the M & F Worldwide Letter is attached hereto as Exhibit 16. The description of the Registration Rights Agreement, Registration Rights Transfer Agreement, Tax Sharing Agreement, Letter Agreement, Mafco Letter Agreement and M & F Worldwide Letter are qualified in their entirety by reference to the Registration Rights Agreement, Registration Rights Transfer Agreement, Letter Agreement, Mafco Letter Agreement and M & F Worldwide Letter. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended by adding the following: (a)-(b) As of April 19, 2001, based upon information provided by the Company, there were 20,621,271 outstanding shares of Common Stock (net of shares held in the Company's treasury). Mafco Consolidated beneficially owns 6,648,800 shares of Common Stock, representing approximately 32.2% of the Common Stock outstanding. Mafco Consolidated Holdings may be deemed to share beneficial ownership of such 6,648,800 shares of Common Stock, by virtue of its ownership of 100% of the common stock of Mafco Consolidated. PX Holding beneficially owns 1,500,000 shares of Common Stock, representing approximately 7.3% of the Common Stock outstanding. Mafco Holdings may be deemed to share beneficial ownership of the 6,648,800 shares of Common Stock beneficially owned by Mafco Consolidated and the 1,500,000 shares of Common Stock beneficially owned by PX Holding (an aggregate of 8,148,800 shares of Common Stock, representing approximately 39.5% of the Common Stock outstanding), by virtue of its ownership of 100% of the common stock of Mafco Consolidated Holdings and 100% of the common stock of PX Holding. (c) Other than the transactions described in Item 4 of this Schedule 13D, there were no transactions by the Reporting Persons during the past 60 days. (d) Not applicable. (e) Not applicable. Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended to add the following at the end thereof: Exhibit 10 Stock Purchase Agreement, dated as of April 19, 2001, by and between PX Holding Corporation and M & F Worldwide Corp. Exhibit 11 Certificate of Designations, Powers, Preferences and Rights of Series B Non-Cumulative Perpetual Participating Preferred Stock of M & F Worldwide Corp. Exhibit 12 Registration Rights Agreement, dated as of April 19, 2001, by and between PX Holding Corporation and M & F Worldwide Corp. Exhibit 13 Registration Rights Transfer Agreement, dated as of April 19, 2001, by and among PX Holding Corporation, Panavision Inc. and M & F Worldwide Corp. Exhibit 14 Letter Agreement, dated as of April 19, 2001, by and between Ronald O. Perelman and M & F Worldwide Corp. Exhibit 15 Mafco Letter Agreement, dated as of April 19, 2001, by and between Mafco Holdings Inc. and M & F Worldwide Corp. Exhibit 16 M & F Worldwide Letter, dated as of April 19, 2001, delivered by M & F Worldwide Corp. to Panavision Inc. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct. Dated: April 20, 2001 MAFCO HOLDINGS INC. MAFCO CONSOLIDATED HOLDINGS INC. MAFCO CONSOLIDATED GROUP INC. PX HOLDING CORPORATION By:/s/ Glenn P. Dickes ----------------------------- Glenn P. Dickes Secretary SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF MAFCO HOLDINGS INC., MAFCO CONSOLIDATED HOLDINGS INC., MAFCO CONSOLIDATED GROUP INC. AND PX HOLDING CORPORATION The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Mafco Holdings Inc., Mafco Consolidated Holdings Inc., Mafco Consolidated Group Inc. and PX Holding Corporation is set forth below. If no business address is given, the director's or officer's address is Mafco Holdings Inc., 35 East 62nd Street, New York, New York 10021. MAFCO HOLDINGS INC. Name and Position (if different from Principal Occupation Present Principal Occupation or or Employment) Employment and Address - -------------- ---------------------- Ronald O. Perelman Director, Chairman and Chief Executive Officer of Mafco Holdings Inc. Donald G. Drapkin Director and Vice Chairman of Mafco Holdings Inc. Howard Gittis Director and Vice Chairman of Mafco Holdings Inc. Barry F. Schwartz Executive Vice President and General Counsel of Mafco Holdings Inc. Todd J. Slotkin Executive Vice President and Chief Financial Officer of Mafco Holdings Inc. MAFCO CONSOLIDATED HOLDINGS INC. Name and Position (if different from Present Principal Occupation or Principal Employment) Employment and Address - --------------------- ---------------------- Ronald O. Perelman Director, Chairman and Director, Chairman Chief Executive Officer of and Chief Executive Officer Mafco Holdings Inc. Howard Gittis Director and Vice Chairman Director and Vice Chairman of Mafco Holdings Inc. Barry F. Schwartz Executive Vice President and Executive Vice President General Counsel of Mafco and General Counsel Holdings Inc. Todd J. Slotkin Executive Vice President Executive Vice President and Chief Financial Officer and Chief Financial of Mafco Holdings Inc. Officer MAFCO CONSOLIDATED GROUP INC. Name and Position (if different from Principal Occupation Present Principal Occupation or or Employment) Employment and Address - -------------- ---------------------- Ronald O. Perelman Chairman and Chief Executive Director and Chairman Officer of Mafco Holdings Inc. Howard Gittis Vice Chairman of Mafco Holdings Director and Vice Chairman Inc. Barry F. Schwartz Executive Vice President and Executive Vice President General Counsel of Mafco and General Counsel Holdings Inc. Todd J. Slotkin Executive Vice President and Executive Vice President Chief Financial Officer of and Chief Financial Mafco Holdings Inc. Officer PX HOLDING CORPORATION Name and Position (if different from Present Principal Occupation or Principal Employment) Employment and Address - --------------------- ---------------------- Ronald O. Perelman Director, Chairman and Director, Chairman Chief Executive Officer of and Chief Executive Officer Mafco Holdings Inc. Howard Gittis Director and Vice Chairman Director and Vice Chairman of Mafco Holdings Inc. Barry F. Schwartz Executive Vice President and Executive Vice President General Counsel of Mafco and General Counsel Holdings Inc. Todd J. Slotkin Executive Vice President Executive Vice President and Chief Financial Officer and Chief Financial of Mafco Holdings Inc. Officer EXHIBIT INDEX Exhibit 10 Stock Purchase Agreement, dated as of April 19, 2001, by and between PX Holding Corporation and M & F Worldwide Corp. 11 Certificate of Designations, Powers, Preferences and Rights of Series B Non- Cumulative Perpetual Participating Preferred Stock of M & F Worldwide Corp. 12 Registration Rights Agreement, dated as of April 19, 2001, by and between PX Holding Corporation and M & F Worldwide Corp. 13 Registration Rights Transfer Agreement, dated as of April 19, 2001, by and among PX Holding Corporation, Panavision Inc. and M & F Worldwide Corp. 14 Letter Agreement, dated as of April 19, 2001, by and between Ronald O. Perelman and M & F Worldwide Corp. 15 Mafco Letter Agreement, dated as of April 19, 2001, by and between Mafco Holdings Inc. and M & F Worldwide Corp. 16 M & F Worldwide Letter, dated as of April 19, 2001, delivered by M & F Worldwide Corp. to Panavision Inc. EX-99 2 s484827.txt EXHIBIT 10 - ------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT by and between PX HOLDING CORPORATION and M & F WORLDWIDE CORP. dated as of April 19, 2001 - ------------------------------------------------------------------------------- TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF SHARES Section 1.1 Purchase and Sales of Shares................................1 ARTICLE II CLOSING; PAYMENT; DELIVERIES Section 2.1 The Closing.................................................2 Section 2.2 Deliveries by the Purchaser.................................2 Section 2.3 Deliveries by the Selling Stockholder.......................2 Section 2.4 Tax Sharing Agreement.......................................3 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDER Section 3.1 Organization................................................3 Section 3.2 Authorization; Validity of Agreement........................4 Section 3.3 No Violations; Consents and Approvals.......................4 Section 3.4 Ownership and Possession of Shares..........................5 Section 3.5 Good Title Conveyed.........................................5 Section 3.6 Panavision SEC Reports and Financial Statements.............6 Section 3.7 No Undisclosed Liabilities..................................6 Section 3.8 Brokers.....................................................7 Section 3.9 No Other Representations or Warranties......................7 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER Section 4.1 Organization................................................7 Section 4.2 Authorization; Validity of Agreement........................7 Section 4.3 No Violations; Consents and Approvals.......................8 Section 4.4 Issuance of Shares at the Closing...........................9 Section 4.5 Purchaser SEC Reports and Financial Statements..............9 Section 4.6 Brokers....................................................10 Section 4.7 No Other Representations or Warranties.....................10 ARTICLE V MISCELLANEOUS Section 5.1 Public Announcements.......................................10 Section 5.2 Fees and Expenses..........................................10 Section 5.3 Non-Survival of Representations and Warranties.............10 Section 5.4 Amendment; Waiver..........................................10 Section 5.5 Notices....................................................10 Section 5.6 Certain Definitions........................................12 Section 5.7 Interpretation.............................................12 Section 5.8 Counterparts...............................................12 Section 5.9 Entire Agreement...........................................12 Section 5.10 Severability...............................................13 Section 5.11 Specific Performance.......................................13 Section 5.12 Governing Law..............................................13 Section 5.13 Submission to Jurisdiction.................................13 Section 5.14 Waiver of Jury Trial.......................................14 Section 5.15 Assignment.................................................14 Annex A Certificate of Designation STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of April 19, 2001 (this "Agreement"), by and between PX Holding Corporation, a Delaware corporation (the "Selling Stockholder") and M & F Worldwide Corp., a Delaware corporation (the "Purchaser"). WHEREAS, the Selling Stockholder is the owner of 7,320,225 shares (the "Shares") of common stock, par value $.01 per share ("Panavision Common Stock"), of Panavision Inc., a Delaware corporation ("Panavision"); WHEREAS, upon the terms and subject to the conditions set forth herein, the Selling Stockholder desires to sell to the Purchaser, and the Purchaser desires to purchase from the Selling Stockholder, all of the Shares; NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, the parties hereto agree as follows: ARTICLE I PURCHASE AND SALE OF SHARES Section 1.1 Purchase and Sales of Shares. Upon the terms and subject to the conditions of this Agreement, at the closing contemplated by this Agreement (the "Closing"), the Selling Stockholder is selling, transferring, assigning, conveying and delivering to the Purchaser, and the Purchaser is accepting from the Selling Stockholder, the Shares for an aggregate consideration to consist of: (a) 1,500,000 shares of common stock, par value $.01 per share, of the Purchaser (the "Purchaser Common Stock "); (b) 6,182,153 shares of preferred stock, having a liquidation preference of $6.50 per share, of the Purchaser, having the terms set forth in the Certificate of Designation attached hereto as Annex A ("Purchaser Preferred Stock"); and (c) $80,000,000 in cash. such Shares, and such shares of Purchaser Common Stock and Purchaser Preferred Stock, in each case, to be free and clear of any and all Encumbrances. ARTICLE II CLOSING; PAYMENT; DELIVERIES Section 2.1 The Closing. The Closing is taking place on the date hereof, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036-6522, unless another date or place is agreed to in writing by the parties hereto. Section 2.2 Deliveries by the Purchaser. At the Closing, the Purchaser is delivering to the Selling Stockholder: (a) the consideration contemplated by Section 1.1 hereof by (x) wire transfer in immediately available funds to the account or accounts specified by the Selling Stockholder in a written notice to be delivered to the Purchaser at least two business days prior to the Closing and (y) delivery of stock certificates representing the Purchaser Common Stock and the Purchaser Preferred Stock, in each case duly endorsed or accompanied by other duly executed instruments of transfer; (b) resolutions of the Board of Directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and a certificate of an officer of the Purchaser dated the date hereof to the effect that such resolutions were duly adopted and are in full force and effect; and (c) a registration rights agreement relating to the Purchaser Common Stock and Purchaser Preferred Stock being issued pursuant to this Agreement (the "Registration Rights Agreement"). Section 2.3 Deliveries by the Selling Stockholder. At the Closing, the Selling Stockholder is delivering to the Purchaser: (a) a stock certificate or stock certificates representing the Shares being purchased at the Closing, duly endorsed or accompanied by other duly executed instruments of transfer; (b) resolutions of the Board of Directors of the Selling Stockholder authorizing the execution, delivery and performance of this Agreement and a certificate of an officer of the Selling Stockholder dated as of the date hereof to the effect that such resolutions were duly adopted and are in full force and effect; (c) a letter from the Selling Stockholder and Panavision to the Purchaser confirming that upon acquisition of the Shares, the Purchaser will become a "Holder" under the Registration Rights Agreement dated as of June 5, 1998, between Panavision and the Selling Stockholder, and that all Shares acquired pursuant to this Agreement will become "Registrable Securities" under the terms of such agreement (the "Registration Rights Transfer Agreement"); and (d) a letter relating to Ronald O. Perelman's agreement to disburse funds to the Purchaser, such letter in the form previously agreed to by the parties. Section 2.4 Tax Sharing Agreement. At the Closing, Panavision and the Purchaser will enter into a tax sharing agreement in a form previously agreed to by the parties. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDER The Selling Stockholder represents and warrants to the Purchaser as follows: Section 3.1 Organization. (a) The Selling Stockholder is a corporation duly organized, validly existing, and in good standing under the laws of Delaware, has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and is qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so organized, existing and in good standing or to have such power and authority, or to be so qualified or licensed is not reasonably likely to (x) have a Material Adverse Effect on the Selling Stockholder; or (y) impair the ability of the Selling Stockholder to perform its obligations hereunder. (b) As used in this Agreement, the term "Material Adverse Effect" shall mean a material adverse effect on the business, assets, results of operations or financial condition of the Selling Stockholder or the Purchaser, as the case may be; provided, however, that a Material Adverse Effect shall not include (a) any change or effect relating or due to general economic or industry-wide conditions and (b) any change or effect resulting from the announcement by the Selling Stockholder of its intention to sell or the Purchaser of its intention to purchase, the Shares, the execution of this Agreement or the consummation of the transactions contemplated hereby. Section 3.2 Authorization; Validity of Agreement. (a) The Selling Stockholder has the requisite corporate power and authority to execute and deliver this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Selling Stockholder of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Selling Stockholder and no other corporate proceedings on the part of the Selling Stockholder are necessary to authorize the execution and delivery of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement by the Selling Stockholder and the consummation of the transactions contemplated hereby and thereby. This Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement have been duly executed and delivered by the Selling Stockholder and, assuming due authorization, execution and delivery of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement by the Purchaser, are valid and binding obligations of the Selling Stockholder, enforceable against the Selling Stockholder in accordance with their terms, except to the extent such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). Section 3.3 No Violations; Consents and Approvals. (a) Neither the execution and delivery of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement by the Selling Stockholder nor the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby will (i) violate any provision of the certificate of incorporation or bylaws of the Selling Stockholder, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Selling Stockholder is a party or by which any of its assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Selling Stockholder or any of its properties or assets; except in the case of clauses (ii) and (iii) for violations, breaches or defaults which would not reasonably be likely to (x) have a Material Adverse Effect on the Selling Stockholder; or (y) impair the ability of the Selling Stockholder to perform its obligations hereunder. (b) No filing or registration with, notification to, or authorization, consent or approval of, any foreign, federal, state, local, municipal, county or other governmental, administrative or regulatory authority, body, agency, court, tribunal, commission or similar entity (including any branch, department or official thereof) (a "Governmental Entity") is required in connection with the execution and delivery of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement by the Selling Stockholder or the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby, except for (i) any applicable requirements under Competition Laws and (ii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made which would not reasonably be likely to (x) have a Material Adverse Effect on the Selling Stockholder; or (y) impair the ability of the Selling Stockholder to perform its obligations hereunder. (c) As used in this Agreement, the term "Competition Laws" shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and include the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Section 3.4 Ownership and Possession of Shares. (a) Except as set forth on Schedule 3.4(a) of the Selling Stockholder Disclosure Schedule, the Shares and the certificates representing the Shares are now, and at all times prior to their transfer to the Purchaser pursuant to the Closing, were, owned by the Selling Stockholder, or by a nominee or custodian for the sole and exclusive benefit of the Selling Stockholder, free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement and Encumbrances arising under the Securities Act or state securities laws. (b) As used in this Agreement, the term "Encumbrances" shall mean any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever. Section 3.5 Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being executed and delivered by the Selling Stockholder to the Purchaser at the Closing will be valid and binding obligations of the Selling Stockholder, enforceable in accordance with their respective terms, and will effectively vest in the Purchaser good, valid and marketable title to all the Shares to be transferred to the Purchaser pursuant to and as contemplated by this Agreement free and clear of all Encumbrances, except restrictions on transfer imposed by the Securities Act of 1933 (the "Securities Act") and state securities laws. Section 3.6 Panavision SEC Reports and Financial Statements. (a) Panavision has filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since June 4,1998 (collectively, the "Panavision SEC Reports"). The Panavision SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be, and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Panavision SEC Reports (the "Panavision Financial Statements") (i) was prepared from the books of account and other financial records of Panavision and its Subsidiaries (as defined herein), (ii) was prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) presented fairly the consolidated financial position of Panavision and its consolidated Subsidiaries as at the respective dates thereof and the results of their operations and their cash flows for the respective periods indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, to the omission of footnotes and normal and recurring year-end adjustments which were not and are not expected, individually or in the aggregate, to have a Material Adverse Effect on Panavision). (c) The Selling Stockholder has heretofore furnished to the Purchaser complete and correct copies of (i) all agreements, documents and other instruments not yet filed by Panavision with the SEC but that are currently in effect and that Panavision expects to file with the SEC after the date of this Agreement and (ii) all amendments and modifications that have not been filed by Panavision with the SEC to all agreements, documents and other instruments that previously had been filed by Panavision with the SEC and are currently in effect. Section 3.7 No Undisclosed Liabilities. Except as disclosed in the Panavision SEC Reports filed prior to the date hereof, since December 31, 2000, Panavision has not incurred any liabilities (fixed, contingent or otherwise) that are of a nature that would be required to be disclosed on a balance sheet of Panavision or the footnotes thereto prepared in conformity with GAAP, other than (i) liabilities incurred in the ordinary course of business or (ii) liabilities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Panavision. Section 3.8 Brokers. Except for Salomon Smith Barney Holdings Inc. ("Salomon Smith Barney"), no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Selling Stockholder. The Selling Stockholder is solely responsible for the fees and expenses of Salomon Smith Barney. Section 3.9 No Other Representations or Warranties. Except for the representations and warranties contained in this Article III, neither the Selling Stockholder nor any other Person (as defined herein) makes any other express or implied representation or warranty on behalf of the Selling Stockholder or any of its affiliates. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser represents and warrants to the Selling Stockholder as follows: Section 4.1 Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Delaware, has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so organized, existing and in good standing or to have such power and authority, or to be so qualified or licensed is not reasonably likely to (x) have a Material Adverse Effect on the Purchaser; or (y) impair the ability of the Purchaser to perform its obligations hereunder. Section 4.2 Authorization; Validity of Agreement. The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Purchaser, and no other corporate proceedings on the part of the Purchaser are necessary to authorize the execution and delivery of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement by the Purchaser and the consummation of the transactions contemplated hereby and thereby. This Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement have been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement by the Selling Stockholder, are valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their terms, except to the extent such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). Section 4.3 No Violations; Consents and Approvals. (a) Neither the execution and delivery of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement by the Purchaser nor the consummation by the Purchaser of the transactions contemplated hereby and thereby will (i) violate any provision of the certificate of incorporation or bylaws of the Purchaser, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which the Purchaser or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, any of its Subsidiaries or any of their properties or assets, except in the case of clauses (ii) and (iii) for violations, breaches or defaults which would not reasonably be likely to (x) have a Material Adverse Effect on the Purchaser; or (y) impair the ability of the Purchaser to perform its obligations hereunder. (b) No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement by the Purchaser or the consummation by the Purchaser of the transactions contemplated hereby and thereby, except (i) applicable requirements under Competition Laws and; (ii) the filing of a Certificate of Designation for the Preferred Stock with the Secretary of State of the State of Delaware pursuant to the Delaware General Corporation Law; and (iii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made would not reasonably be likely to (x) have a Material Adverse Effect on the Purchaser; or (y) impair the ability of the Purchaser to perform its obligations hereunder. Section 4.4 Issuance of Shares at the Closing. The shares of Purchaser Common Stock and Purchaser Preferred Stock being issued at the Closing have been duly authorized by all necessary corporate action on the part of the Purchaser, and the shares of Purchaser Common Stock and Purchaser Preferred Stock being issued at the Closing will be validly issued, fully paid and nonassessable, free and clear of all Encumbrances, except restrictions on transfer imposed by the Securities Act and state securities laws, and the issuance of such shares is not subject to preemptive or subscription rights of any stockholder of the Purchaser. Section 4.5 Purchaser SEC Reports and Financial Statements. (a) The Purchaser has filed all forms, reports and documents required to be filed by it with the SEC since January 1,1998 (collectively, the "Purchaser SEC Reports"). The Purchaser SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Purchaser SEC Reports (the "Purchaser Financial Statements") (i) was prepared from the books of account and other financial records of the Purchaser and its Subsidiaries, (ii) was prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) presented fairly the consolidated financial position of the Purchaser and its consolidated Subsidiaries as at the respective dates thereof and the results of their operations and their cash flows for the respective periods indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, to the omission of footnotes and normal and recurring year-end adjustments which were not and are not expected, individually or in the aggregate, to have a Material Adverse Effect on the Purchaser). (c) The Purchaser has heretofore furnished to the Selling Stockholder complete and correct copies of (i) all agreements, documents and other instruments not yet filed by the Purchaser with the SEC but that are currently in effect and that the Purchaser expects to file with the SEC after the date of this Agreement and (ii) all amendments and modifications that have not been filed by the Purchaser with the SEC to all agreements, documents and other instruments that previously had been filed by the Purchaser with the SEC and are currently in effect. Section 4.6 Brokers. Except for Houlihan, Lokey, Howard & Zukin ("Houlihan Lokey"), no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser. The Purchaser is solely responsible for the fees and expenses of Houlihan Lokey. Section 4.7 No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, neither the Purchaser nor any other Person makes any other express or implied representation or warranty on behalf of the Purchaser or any of its affiliates. ARTICLE V MISCELLANEOUS Section 5.1 Public Announcements. The Purchaser and the Selling Stockholder shall consult promptly with each other prior to issuing any press release or otherwise making any public statement with respect to this Agreement and the transactions contemplated hereby, shall provide to the other party for review a copy of any such press release or statement, and shall not issue any such press release or make any such public statement prior to such consultation and review, unless required by applicable law or any listing agreement with a securities exchange. Section 5.2 Fees and Expenses. All costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby shall be paid by the party incurring such expenses. Section 5.3 Non-Survival of Representations and Warranties. Other than the representations and warranties set forth in Sections 3.4, 3.5, and 4.4, which shall survive until December 31, 2002, the representations and warranties made in this Agreement shall not survive beyond the Closing. Section 5.4 Amendment; Waiver. This Agreement may be amended, modified or supplemented by the parties hereto, at any time. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Section 5.5 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given upon (a) transmitter's confirmation of a receipt of a facsimile transmission, (b) confirmed delivery by a standard overnight carrier or when delivered by hand or (c) the expiration of five business days after the day when mailed in the United States by certified or registered mail, postage prepaid, addressed at the following addresses (or at such other address for a party as shall be specified by like notice): (a) if to the Selling Stockholder, to: PX Holding Corporation 35 East 62nd Street New York, New York 10021 Telephone: (212) 572-8600 Facsimile: (212) 572-5056 Attention: General Counsel with a copy to: Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, New York 10036 Telephone: (212) 735-3000 Facsimile: (212) 735-2000 Attention: Franklin M. Gittes, Esq. and Alan C. Myers, Esq. (b) if to the Purchaser, to: M&F Worldwide Corp. 35 East 62nd Street New York, New York 10021 Telephone: (212) 572-8600 Facsimile: (212) 572-8400 Attention: Chief Executive Officer cc: General Counsel with a copy to: Kramer, Levin, Naftalis & Frankel LLP 919 Third Avenue New York, New York 10022-3852 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 Attention: Thomas Balliett, Esq. Section 5.6 Certain Definitions. As used in this Agreement: (a) The term "affiliate," as applied to any person, shall mean any other person directly or indirectly controlling, controlled by, or under common control with, that person. (b) The term "Person" or "person" shall include individuals, corporations, partnerships, trusts, other entities and groups (which term shall include a "group" as such term is defined in Section 13(d)(3) of the Exchange Act). (c) The term "Subsidiary" or "Subsidiaries," with respect to any person, means any corporation, partnership, joint venture or other legal entity of which such person (either alone or through or together with any other subsidiary), owns, directly or indirectly, stock or other equity interests the holders of which are generally entitled to more than 50% of the vote for the election of the board of directors or other governing body of such corporation or other legal entity. Section 5.7 Interpretation. When a reference is made in this Agreement to a section, article, paragraph, clause, annex or exhibit, such reference shall be to a reference to this Agreement unless otherwise clearly indicated to the contrary. The descriptive article and section headings herein are intended for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement they shall be deemed to be followed by the words "without limitation." The words "hereof," "herein" and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. The meaning assigned to each term used in this Agreement shall be equally applicable to both the singular and the plural forms of such term, and words denoting either gender shall include both genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. Section 5.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same agreement. Section 5.9 Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings (written and oral), between the parties with respect to the subject matter hereof. Section 5.10 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Section 5.11 Specific Performance. Irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached; accordingly, the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. Section 5.12 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. Section 5.13 Submission to Jurisdiction. Each of the Selling Stockholder and the Purchaser hereby irrevocably submits in any action, suit or proceeding arising out of this Agreement or any of the transactions contemplated hereby to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the jurisdiction of any court of the State of New York located in the City of New York, Borough of Manhattan. The parties hereto waive any and all objections to the laying of venue of any such litigation in such jurisdiction and agree not to plead or claim in any such litigation that such litigation has been brought in an inconvenient forum. Section 5.14 Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement, or the transactions contemplated by this Agreement. Each party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each such party understands and has considered the implications of this waiver, (iii) each such party makes this waiver voluntarily and (iv) each such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 5.14. Section 5.15 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party hereto (whether by operation of law or otherwise) without the prior written consent of the other party. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and assigns and are not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. PX HOLDING CORPORATION By: /s/ Todd J. Slotkin ---------------------- Name: Todd J. Slotkin Title: Executive Vice President and Chief Financial Officer M & F WORLDWIDE CORP. By: /s/ Howard Gittis ---------------------- Name: Howard Gittis Title: Chairman of the Board of Directors, President and Chief Executive Officer EX-99 3 s347215.txt EXHIBIT 11 CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RIGHTS OF SERIES B NON-CUMULATIVE PERPETUAL PARTICIPATING PREFERRED STOCK OF M & F WORLDWIDE CORP. (Pursuant to Section 151 of the Delaware General Corporation Law) M & F Worldwide Corp., 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 Certificate of Incorporation of the Company (the "Certificate of Incorporation"), there is hereby created, out of the 250,020,000 shares of Preferred Stock, par value $0.01 per share, of the Company authorized in Article Fourth of the Certificate of Incorporation (the "Preferred Stock"), a series of the Preferred Stock consisting of [5,337,511] 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. The shares of Preferred Stock created hereby shall be designated the "Series B Non-Cumulative Perpetual Participating Preferred Stock" (the "Series B Preferred Stock") and the authorized number of shares constituting such series shall be [11,000,000]. Section 2. Ranking; Term. (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 6(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; provided, however, that the Company may, with the written consent of a holder of outstanding shares of Series B Preferred Stock, redeem, purchase, retire or otherwise acquire any or all of the outstanding shares of Series B Preferred Stock held by such holder. at a price per share not less than the Liquidation Preference (as hereinafter defined) thereof as of the intended date of redemption, purchase, retirement or other acquisition plus the amount of declared but unpaid dividends thereon Section 3. Dividends. (a) The holders of the then outstanding shares of Series B Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors out of funds of the Company legally available therefore, non-cumulative cash dividends at the annual rate of $0.05 per share of Series B Preferred Stock, payable, if declared, quarterly in cash on each March 31, June 30, September 30 and December 31; provided, however, that if any such payment date is not a Business Day then such dividend shall be payable on the next Business Day. The cash dividends provided for in this Section 3(a) are hereinafter referred to as "Base Dividends." For purposes hereof, "Business Day" means any day other then a Saturday, Sunday or day on which banking institutions in the State of New York are authorized or required to remain closed. (b) If Base Dividends have been declared and have not been paid in full and sums have not been 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 dividends per share, including dividends 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 Base Dividends on the shares of Series B Preferred Stock in respect of all past declared dividends have been paid, and sums representing the full amount of Base 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 set aside in trust for the payment thereof, (i) no dividends shall be paid or declared or set aside for payment or other distribution upon the Common Stock 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. (c) In addition to Base Dividends, in the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock, the holders of the Series B Preferred Stock as of the record date established by the Board of Directors for such dividend or distribution on the Common Stock shall be entitled to receive as additional dividends (the "Additional Dividends") an amount (whether in the form of cash, securities or other property) per share of Series B Preferred Stock equal to the amount (and in the form) of the dividends declared or paid or distribution made on or with respect to each share of Common Stock, such Additional Dividends to be payable on the same payment date as the dividend on the Common Stock established by the Board of Directors. The record date for any such Additional Dividends shall be the record date for the applicable dividend or distribution on the Common Stock, and any such Additional Dividends shall be payable to the persons in whose name the Series B Preferred Stock is registered at the close of business on the applicable record date. (d) No dividend shall be paid or declared on any share of Common Stock, unless (i) a dividend, payable in the same consideration and manner, is simultaneously paid or declared, as the case may be, on each share of Series B Preferred Stock in an amount determined as set forth in paragraph (c) above, (ii) full Base Dividends on the shares of Series B Preferred Stock in respect of all past declared dividends have been paid, and sums representing the full amount of Base 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 set aside in trust for the payment thereof, and (iii) full Additional Dividends on the shares of Series B Preferred Stock in respect of all past declared dividends on the Common Stock have been paid. 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. 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 on such date equal to $[the portion of the purchase price to be paid in Series B Preferred Stock divided by the number of shares of Series B Preferred Stock to be issued 6.50] per share of Series B Preferred Stock (the "Liquidation Preference") plus the amount of any declared but unpaid Base Dividends as of such date and any declared but unpaid Additional 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 remaining 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 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, a Liquidation is specifically approved as a Liquidation by the stockholders of the Company specifically determine that such transaction be deemed a Liquidation. Section 5. Reorganization, Reclassification, Merger, Consolidation. (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, or more preferential, rights, power, 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, in the event that the stockholders of the Company approve, or the Company otherwise consummates (if stockholder approval is not required for such consummation), a Fundamental Transaction (other than a Fundamental Transaction in which the holders of the Company's outstanding voting securities immediately prior to such Fundamental Transaction hold, immediately after such Fundamental Transaction, in excess of 50% of (x) the voting power of the outstanding voting securities of the entity resulting from such Fundamental Transaction or (y) if the entity resulting from such Fundamental Transaction has an ultimate parent which has a class of equity securities which are publicly traded on a nationally recognized securities exchange, the voting power of the outstanding voting securities of such parent (the Fundamental Transactions described in clauses (x) and (y) above are referred to herein as "Excluded Transactions")), at any time while any shares of Series B Preferred Stock are outstanding, each holder of Series B Preferred Stock shall have the right to give notice to the Company that such holder is exercising a redemption election (a "Redemption Election") with respect to all or any number of such holder's shares of Series B Preferred Stock, during the period (the "Exercise Period") beginning on the tenth (10th) day and ending on the thirtieth (30th) day after the earlier to occur of (i) such holder's receipt of the notice referred to in Section 5(c) hereof or (ii) the date as of which such holder obtains actual knowledge of such Fundamental Transaction. In exercising a Redemption Election, a holder of Series B Preferred Stock may elect to receive for each outstanding share of Series B Preferred Stock held by such holder either (x) an amount in cash, to the extent permitted by applicable law, not less than the Liquidation Preference thereof as of the Redemption Date (as defined below) plus the amount of any declared but unpaid Base Dividends as of the Redemption Date plus the amount of any declared but unpaid Additional Dividends as of such date or (y) an amount, in the form of cash, securities or other property, equal to the amount (and in the form) of the cash, securities or other property to be received by each holder of Common Stock for each share of Common Stock held by such holder in connection with such Fundamental Transaction. (c) On or before the tenth (10th) day after the stockholders of the Company approve, or the Company otherwise consummates (if stockholder approval is not required for such consummation), a Fundamental Transaction (other than an Excluded Transaction), the Company shall mail to all holders of record of the Series B Preferred Stock at their respective addresses as the same shall appear on the books of the Company as of such date, a notice disclosing (i) the Fundamental Transaction, (ii) that, if such holder exercises the Redemption Election, the Company shall, at the election of the holder, (x) redeem any or all of such holder's shares of Series B Preferred Stock at a redemption price equal to an amount not less than the Liquidation Preference thereof plus the amount of any declared but unpaid Base Dividends as of the Redemption Payment Date plus the amount of any declared but unpaid Additional Dividends as of such date or (y) deliver to such holder an amount per share of Series B Preferred Stock held by such holder, in the form of cash, securities or other property, equal to the amount (and in the form) of the cash, securities or other property to be received by each holder of Common Stock for each share of Common Stock held by such holder in connection with such Fundamental Transaction, and (iii) the procedure for redemption. Each such notice of redemption shall be irrevocable. To exercise the Redemption Election, a holder of Series B Preferred Stock must deliver during the Exercise Period written notice to the Company (or an agent designated by the Company for such purpose) of the holder's exercise of the Redemption Election, including the indication of the form of redemption payment elected by such holder, accompanied by each certificate evidencing shares of the Series B Preferred Stock with respect to which the Redemption Election is being exercised, duly endorsed for transfer to the Company. On or prior to the fifth (5th) Business Day (the "Redemption Payment Date") after receipt of such written notice, the Company shall redeem all shares of Series B Preferred Stock properly surrendered to the Company (or an agent designated by the Company for such purpose) during the Exercise Period for redemption in connection with the exercise of the Redemption Election and shall cause payment in the required form to be made for such shares of Series B Preferred Stock. If, in connection with any Redemption Election, the Company does not have sufficient capital and surplus legally available to redeem all of the then outstanding shares of Series B Preferred Stock for which a Redemption Election in the form of cash has been made, the Company shall take all measures permitted under the Delaware General Corporation Law to increase the amount of its capital and surplus legally available, and the Company shall redeem as many shares of Series B Preferred Stock for which a Redemption Election in the form of cash has been made as it has capital and surplus legally available therefor, ratably from the holders thereof in proportion to the number of shares of Series B Preferred Stock tendered for cash payment, and shall thereafter from time to time, as soon as it shall have capital and surplus legally available therefor, redeem as many shares of Series B Preferred Stock for which a Redemption Election in the form of cash has been made as it has capital and surplus available therefor until it has redeemed all of the outstanding shares of Series B Preferred Stock for which a Redemption Election in the form of cash has been made. (d) After any Redemption Election Payment Date, unless and until the full redemption payment for all shares of Series B Preferred Stock to be redeemed has been paid to the holders thereof, or set aside in trust with a bank or trust company, (i) no dividends or other distribution shall be paid or declared or set aside for payment on any capital stock or other equity securities of the Company ranking junior to or on a parity with the Series B Preferred Stock (other than in shares of, or warrants or rights to acquire, Junior Stock), and (ii) no shares of capital stock or other equity securities of the Company ranking junior to or on a parity with the Series B Preferred Stock 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 (except by conversion into or exchange for solely shares of Junior Stock). (e) 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. Section 6. Voting Rights. (a) The holders of outstanding shares of the Series B Preferred Stock: (i) shall be entitled to vote together with the holders of the Common Stock as a single class on all matters submitted for a vote of holders of Common Stock; (ii) shall have such other voting rights as are specified in the Certificate of Incorporation or as otherwise provided by Delaware law; and (iii) 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. For purposes of the voting rights set forth in this Section 6(a), each share of Series B Preferred Stock shall entitle the holder thereof to cast that number of votes as each share of Common Stock shall be entitled to cast. (b) In addition to the other voting rights set forth herein, 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 6, in addition to any other vote of stockholders required by law. IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be signed by [Name of authorized officer], its [title of authorized officer] Barry F. Schwartz, its Executive Vice President and General Counsel, and attested by Glenn P. Dickes, its Secretary, this 19th day of April, 2001. By: /s/ Barry F. Schwartz -------------------------------- Name: Barry F. Schwartz Title: Executive Vice President and General Counsel Attested: By: /s/ Glenn P. Dickes --------------------------------- Name: Glenn P. Dickes Title: Secretary EX-99 4 s347212.txt EXHIBIT 12 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of April 19, 2001, between M & F Worldwide Corp., a Delaware corporation (the "Company"), and PX Holding Corporation, a Delaware corporation ("PX Holding"). WHEREAS, the Company and PX Holding have entered into a Stock Purchase Agreement, dated as of April 19, 2001, (the "Purchase Agreement"), pursuant to which, among other things, the Company will issue to PX Holding, and PX Holding will purchase from the Company, shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), and shares of the Company's Series B Non-Cumulative Perpetual Participating Preferred Stock, par value $0.01 per share (the "Preferred Stock"); WHEREAS, the Board of Directors of the Company has authorized the officers of the Company to execute and deliver this Agreement in the name and on behalf of the Company; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties to this Agreement hereby agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the following meanings: "Affiliate" means, with respect to any specified person, (i) any other person 50% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with the power to vote by such specified person or (ii) any other person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified person. For purposes of this definition, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person by virtue of ownership of voting securities, by contract or otherwise. "Agreement" means this Registration Rights Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to this Registration Rights Agreement as the same may be in effect at the time such reference becomes operative. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Holder" means PX Holding and any other person that holds Registrable Securities, including their respective transferees, successors and assigns who acquire Registrable Securities, directly or indirectly, from PX Holding or such other person, respectively. For purposes of this Agreement, the Company may deem and treat the registered holder of a Registrable Security as the Holder and absolute owner thereof, and the Company shall not be affected by any notice to the contrary. "Registrable Securities" means (a) any shares of Common Stock issued in accordance with Section 1.1 of the Purchase Agreement, (b) any shares of Preferred Stock issued in accordance with Section 1.1 of the Purchase Agreement, (c) any shares of Common Stock or Preferred Stock acquired by PX Holding on the open market at a time when such party is deemed to be an "affiliate" (as such term is defined under Rule 144 under the Securities Act) of the Company, and (d) any securities issued or issuable in respect of the Common Stock or the Preferred Stock referred to in clauses (a), (b) and (c) above by way of conversion, exercise or exchange or any stock dividend or stock split or in connection with a combination of shares, recapitalization, reclassification, merger or consolidation, and any other securities issued pursuant to any other pro rata distribution with respect to such Common Stock or Preferred Stock. For purposes of this Agreement, a Registrable Security ceases to be a Registrable Security when (x) it has been effectively registered under the Securities Act and sold or distributed to the public in accordance with an effective registration statement covering it (and has not been reacquired in the manner described in clause (c) above), or (y) it is sold or distributed to the public pursuant to Rule 144 (or any successor or similar provision) under the Securities Act. "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended from time to time. 2. Demand Registration. (a) If at any time any Holder shall request the Company in writing to register under the Securities Act all or a part of the Registrable Securities held by such Holder (a "Demand Registration"), the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information. (b) The Company agrees (i) not to effect any public or private sale, distribution or purchase of any of its securities which are the same as or similar to the Registrable Securities, including a sale pursuant to Regulation D under the Securities Act, during the 15-day period prior to, and during the 45-day period beginning on, the closing date of each underwritten offering under any Demand Registration Statement, and (ii) to use reasonable efforts to cause each holder of its securities purchased from the Company, at any time on or after the date of this Agreement (other than in a registered public offering), to agree not to effect any public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 under the Securities Act. (c) The Company may postpone for a reasonable period of time, not to exceed 30 days, the filing or the effectiveness of any Demand Registration Statement if (i) the Board of Directors of the Company in good faith determines that (A) such registration would have a material adverse effect on any plan or proposal by the Company with respect to any financing, acquisition, recapitalization, reorganization or other material transaction, or (B) the Company is in possession of material non-public information that, if publicly disclosed, would result in a material disruption of a major corporate development or transaction then pending or in progress or in other material adverse consequences to the Company, and (ii) the Company so notifies the Holder(s) within five days after the Holder(s) requests such registration. The Company's right to defer the filing of a registration statement pursuant to the provisions of the preceding sentence may not be exercised more than once during any 12 month period. (d) If at any time any Holder notifies the Company in writing of the Holder's desire that the Registrable Securities to be covered by a Demand Registration Statement be sold in an underwritten offering, such Holder shall have the right to select any nationally recognized investment banking firm(s) to administer the offering, subject to the approval of the Company, which approval shall not be unreasonably withheld, and the Company shall enter into underwriting agreements with the underwriter(s) of such offering, which agreements shall contain such representations and warranties by the Company, and such other terms, conditions and indemnities as are at the time customarily contained in underwriting agreements for similar offerings and the Company shall take or cause to be taken all such other actions, in addition to the registration procedures set forth in Section 4 hereof, as are reasonably requested by the managing underwriter(s) in order to expedite or facilitate the registration and disposition of the Registrable Securities, including, without limitation, causing management to participate in "road show" presentations. 3. Incidental Registration. Subject to the terms and conditions set forth in this Section 3, if the Company proposes at any time to register any equity securities (the "Initially Proposed Shares") under the Securities Act, whether or not for its own account, the Company will promptly give written notice to the Holders of its intention to effect such registration (such notice to specify, among other things, the proposed offering price, the kind and number of securities proposed to be registered and the distribution arrangements, including identification of the underwriter(s), if any), and the Holders shall be entitled to include in such registration such number of shares (the "Holder Shares") to be sold for the account of the Holders (on the same terms and conditions as the Initially Proposed Shares) as shall be specified in a request in writing delivered to the Company within 15 days after the receipt of the Company's notice. The Company's obligations to include Holder Shares in a registration statement pursuant to this Section 3 is subject to each of the following limitations, conditions and qualifications: (i) If, at any time after the Company gives written notice to the Holders of its intention to effect a registration of any of its common equity securities (whether or not for its own account) and prior to the effective date of any registration statement filed in connection with such registration, either the Company (in the case of the Company intending to register securities for its own account) or holders of Company securities (in the case of the Company intending to register securities on behalf of holders of securities other than Registrable Securities) shall determine for any reason not to register any Securities which were theretofore the subject of such registration, the Company shall give written notice of such determination to the Holders and thereupon it shall be relieved of its obligation to use any efforts to register any Holder Shares in connection with such aborted registration (but not from its obligation to pay the Registration Expenses (as defined herein) in connection therewith). (ii) If the managing underwriter(s) (in the case of an underwritten offering) of such offering shall notify in writing the Company and each Holder who shall have requested the inclusion of Registrable Securities in such underwritten offering that, in the good faith judgment of such managing underwriter(s), the distribution of all or a specified portion of the Holder Shares would materially interfere with the registration and sale, in accordance with the intended method thereof, of the Initially Proposed Shares, then the number of Holder Shares to be included in such registration statement shall be reduced to such number, if any, that, in the good faith judgment of such managing underwriter(s), can be included without such interference; provided, however, that, if (1) the Initially Proposed Shares were being registered by the Company for its own account, then the number of securities to be included in such registration shall be allocated (x) first, to the Company, and (y) second, pro rata among the Holders who have requested the Company to include Registrable Securities in such registration, based upon all holders of Company securities (including the Holders) on the basis of the number of securities each such Holder shares requested to be included in such registration and (z) third, pro rata among all other statement by such holders of Company securities based upon the number of securities each such holder requested be included in such registration; and (2) the Initially Proposed Shares were being registered by the Company for the account of holders of Company securities (other than the Holders), then the number of securities to be included in such registration shall be allocated (x) first, pro rata among all holders of Company securities (other than Holders) based upon the number of securities each such holder requested be included in such registration, and (y) second, pro rata among all holders of Company securities not included in the foregoing clause (x) (including Holders of Registrable Securities)) and = the Company on the basis of the number of shares requested to be included in such registration statement by such holders and the Company; (iii) If, as a result of the cutback provisions contained in Section 3(b)(ii) hereof, the Holders are not entitled to include all of the Holder Shares in such registration, such Holders may elect to withdraw their request to include Holder Shares in such registration. (iv) If the Company shall so deliver such a request in writing to the Holders, each Holder shall not effect any public or private sale or distribution of any Registrable Securities (other than the Holder Shares) during the 15-day period prior to, and during the 45-day period beginning on, the closing date of any underwritten public offering of shares of Common Stock made for the Company's own account. 4. Registration Procedures. (a) Whenever the Company is required to use all reasonable efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to the terms and conditions of Section 2(a) or Section 3 hereof (such Registrable Securities being hereinafter referred to as "Subject Shares"), the Company will use all reasonable efforts to effect the registration and sale of the Subject Shares in accordance with the intended method of disposition thereof. Without limiting the generality of the foregoing, the Company will as soon as practicable: (i) furnish to each Holder of Subject Shares (a "Participating Holder") and to each managing underwriter, if any, a reasonable time in advance of their filing with the SEC, any registration statement, amendment or supplement thereto, and any prospectus used in connection therewith, and each Participating Holder shall have the opportunity to object to any information pertaining to such Participating Holder and its plan of distribution that is contained therein and the Company will make the corrections reasonably requested by such Participating Holder with respect to such information prior to filing any such registration statement or any amendment or supplement thereto; and furnish a copy of any and all transmittal letters or other correspondence with the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable Securities; (ii) prepare and file with the SEC a registration statement with respect to the Subject Shares in form and substance satisfactory to the Participating Holders, and use all reasonable efforts to cause such registration statement to become effective as soon as possible; (iii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the applicable period and to comply with the provisions of the Securities Act with respect to the disposition of all Subject Shares and other securities covered by such registration statement; (iv) furnish each Participating Holder and each managing underwriter, if any, without charge, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein) and the prospectus included in such registration statement (including each preliminary prospectus and prospectus supplement) and any other prospectus filed under Rule 424 promulgated under the Securities Act relating to the Registrable Securities and such other documents as such Participating Holder or such underwriter may reasonably request; (v) after the filing of the registration statement, promptly notify each Participating Holder and each managing underwriter, if any, of any stop order issued or, to the knowledge of the Company, threatened to be issued by the SEC; (vi) use all reasonable efforts to register or qualify the Subject Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions (including any foreign country or any political subdivision thereof) as the managing underwriter(s) shall reasonably recommend, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Participating Holders to consummate the disposition in such jurisdictions of the Subject Shares covered by such registration statement, except that the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, (B) subject itself to taxation in any jurisdiction wherein it is not so subject, or (C) consent to general service of process in any such jurisdiction or otherwise take any action that would subject it to the general jurisdiction of the courts of any jurisdiction in which it is not so subject; (vii) promptly inform each Participating Holder and the managing underwriter(s), if any, (x) in the case of any offering of the Registrable Securities in respect of which a registration statement is filed under the Securities Act, of the date on which a registration statement or any post-effective amendment thereto has been filed and when the same has become effective and, if applicable, of the date of filing a Rule 430A prospectus, (y) of any written comments from the SEC with respect to any filing referred to in clause (x) and of any request by the SEC, any securities exchange, government agency, self-regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or preliminary prospectus or prospectus included therein or any offering memorandum or other offering document relating to such offering or (z) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction; (viii) otherwise use its reasonable efforts to comply with all applicable rules and regulations of the SEC; (ix) provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement; (x) furnish, at the Company's expense, unlegended certificates representing ownership of the securities being sold in such denominations as shall be requested and instruct the transfer agent to release any stop transfer orders with respect to the Subject Shares being sold; (xi) notify each Participating Holder at any time when a prospectus relating to the Subject Shares is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading, and the Company will promptly thereafter prepare and file with the SEC and furnish a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of Subject Shares, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading; (xii) enter into customary agreements (including, but not limited to, an underwriting agreement in customary form in the case of an underwritten offering) and make such representations and warranties to the sellers, underwriter(s), placement agents and other financial intermediaries as in form and substance and scope are customarily made by issuers to such parties and take such other actions as the Holders or such other parties, if any, reasonably require in order to expedite or facilitate the disposition of such Subject Shares. A Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such other parties also be made to and for the benefit of any one or more Participating Holders, and that any or all of the conditions precedent to the obligations of such other parties under such agreement also be conditions precedent to the obligations of the Participating Holders; (xiii) make available for inspection by the Participating Holders, any underwriter, agent or other financial intermediary participating in any disposition pursuant to such registration statement, and any attorney, accountant or other similar professional advisor retained by any such Participating Holders or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Company, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such registration statement; (xiv) make available senior management personnel of the Company to participate in, and cause them to cooperate with any underwriter, agent or other financial intermediary in connection with, "road show" and other customary marketing activities, including "one-on-one" meetings with prospective purchasers of the Subject Shares; (xv) obtain for delivery to the Company, any underwriter, agent or other financial intermediary or their agents, with copies to the Participating Holders, a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the Participating Holders or the managing underwriter, agent or other financial intermediary reasonably request; (xvi) obtain for delivery to the Participating Holders and any underwriter, agent or other financial intermediary or their agents an opinion or opinions from counsel for the Company in customary form and reasonably satisfactory to the Participating Holders, underwriters or agents and their counsel; (xvii) make available to its security holders consolidated earnings statements, which need not be audited, satisfying the provisions of Section 11(a) of the Securities Act, no later than 90 days after the end of the 12-month period beginning with the first month of the Company's first quarter commencing after the effective date of the registration statement, which earnings statements shall cover said 12-month period; (xviii) make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the effectiveness of such registration statement at the earliest possible moment; (xix) cause the Subject Shares to be registered with or approved by such other governmental agencies or authorities (including foreign governmental agencies and authorities) as may be necessary to enable the sellers thereof or any underwriter, agent or other financial intermediary to consummate the disposition of such Subject Shares; (xx) cooperate with the Holders and the managing underwriter(s), if any, or any other interested party (including any interested broker-dealer) in making any filings or submission required to be made, and the furnishing of all appropriate information in connection therewith, with the National Association of Securities Dealers, Inc. ("NASD"); (xxi) cause its subsidiaries to take action necessary to effect the registration of the Subject Shares contemplated hereby, including filing any required financial information; (xxii) effect the listing of the Subject Shares on the New York Stock Exchange or such other national securities exchange or over-the-counter market on which shares of the Common Stock shall then be listed or shall otherwise be requested by the Holders; and (xxiii) take all other steps necessary to effect the registration of the Subject Shares contemplated hereby. (b) The Holders shall provide (in writing and signed by the Holders and stated to be specifically for use in the related registration statement, preliminary prospectus, prospectus or other document incident thereto) all such information and materials and take all such action as may be required in order to permit the Company to comply with all applicable requirements of the SEC and any applicable state securities laws and to obtain any desired acceleration of the effective date of any registration statement prepared and filed by the Company pursuant to this Agreement. (c) The Holders shall, if requested by the Company or the managing underwriter(s) in connection with any proposed registration and distribution pursuant to this Agreement, (i) agree to sell the Subject Shares on the basis provided in any underwriting arrangements entered into in connection therewith and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents customary in similar offerings; provided, however, that in no event shall a Participating Holder be required to make any representations or warranties to or agreements with the Company or the underwriter(s) other than representations, warranties or agreements regarding such Participating Holder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by law. (d) Upon receipt of any notice from the Company that the Company has become aware that the prospectus (including any preliminary prospectus) included in any registration statement filed pursuant to Section 2(a) or Section 3, as then in effect, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, the Holders shall forthwith discontinue disposition of Subject Shares pursuant to the registration statement covering the same until the Holders' receipt of copies of a supplemented or amended prospectus and, if so directed by the Company, deliver to the Company (at the Company's expense) all copies other than permanent file copies then in the Holder's possession, of the prospectus covering the Subject Shares that was in effect prior to such amendment or supplement. (e) The Company shall pay all Registration Expenses. For purposes of this Agreement, "Registration Expenses" shall mean all expenses incident to the Company's performance of or compliance with its obligations under this Agreement to effect the registration of Registrable Securities pursuant to Section 2(a) or Section 3 of this Agreement, and the disposition of such securities, including, without limitation, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, transfer agents and registrars' fees, all word processing, duplicating and printing expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, but excluding underwriting discounts and commissions in respect of Registrable Securities and the fees and disbursements of any counsel retained by the Participating Holders (which underwriting discounts and commissions and fees and disbursements of counsel shall be paid by the Participating Holders). (f) In connection with any sale of Subject Shares that are registered pursuant to this Agreement, the Company and the Holders shall enter into an agreement providing for indemnification of the Holders by the Company, and indemnification of the Company by the Holders, on terms customary for such agreements at that time. 5. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given upon (a) transmitter's confirmation of a receipt of a facsimile transmission, (b) confirmed delivery by a standard overnight carrier or when delivered by hand or (c) the expiration of five business days after the day when mailed in the United States by certified or registered mail, postage prepaid, addressed at the following addresses (or at such other address for a party as shall be specified by like notice): If to the Company, to: M&F Worldwide Corp. 35 East 62nd Street New York, New York 10021 Telephone: 212-572-8600 Facsimile: (212) 572-8400 Attention: Chief Executive Officer with a copy to: Kramer, Levin, Naftalis & Frankel LLP 919 Third Avenue New York, New York 10022-3852 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 Attention: Thomas Balliet, Esq. If to PX Holding, to: PX Holding Corporation 35 East 62nd Street New York, New York 10021 Telephone: (212) 572-8600 Facsimile: (212) 572-5056 Attention: General Counsel with a copy to: Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Telephone: (212) 735-3000 Facsimile: (212) 735-2000 Attention: Franklin M. Gittes, Esq. and Alan C. Myers, Esq. If to any other Holder, to such name at such address as such Holder shall have indicated in a written notice delivered to the other parties to this Agreement. Any party hereto may from time to time change its address for notices under this Section 5 by giving at least 10 days' notice of such changes to the other parties hereto. 6. Waivers. No waiver by any party of any default with respect to any provision, condition or requirement hereof shall be deemed to be a continuing waiver in the future thereof or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter. 7. Interpretation. When a reference is made in this Agreement to a section, article, paragraph, clause, annex or exhibit, such reference shall be to a reference to this Agreement unless otherwise clearly indicated to the contrary. The descriptive article and section headings herein are intended for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement they shall be deemed to be followed by the words "without limitation." The words "hereof," "herein" and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. The meaning assigned to each term used in this Agreement shall be equally applicable to both the singular and the plural forms of such term, and words denoting either gender shall include both genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. 8. Amendment. This Agreement may be amended, modified or supplemented by the parties hereto at any time. This Agreement may not be amended except by a written instrument executed by the parties hereto. 9. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party hereto (whether by operation of law or otherwise) without the prior written consent of the other party; provided, however, that in connection with a bone fide pledge by a Holder of any Registrable Securities, such Holder may assign its rights under this Agreement to the beneficiary of such pledge. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and assigns and are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. 10. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. 11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same agreement. 12. Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings (written and oral) between the parties with respect to the subject matter hereof. 13. Available Information. If at any time the Company is required to file reports in compliance with either Section 13 or Section 15(d) of the Exchange Act, the Company will comply with all rules and regulations of the SEC applicable in connection with the use of Rule 144 or Rule 144A promulgated under the Securities Act and will, upon the request of any Holder, take such other actions and furnish the Holder with information as the Holder may reasonably request in order to avail itself of such rule or any other rule or regulation of the SEC allowing the Holder to sell any Registrable Securities without registration, and will, at its expense, forthwith upon the request of the Holder, deliver to such party a certificate, signed by the Company's principal financial officer, stating (a) the Company's name, address and telephone number (including area code), (b) the Company's Internal Revenue Service identification number, (c) the Company's SEC file number, (d) the number of shares of each class of stock outstanding as shown by the most recent report or statement published by the Company, and (e) whether the Company has filed the reports required to be filed under the Exchange Act for a period of at least 90 days prior to the date of such certificate and in addition has filed the most recent annual report required to be filed thereunder or as to such matters as would then be required to establish compliance with Rule 144 or any successor rule or rules under the Securities Act. If at any time the Company is not required to file reports in compliance with either Section 13 or Section 15(d) of the Exchange Act, the Company at its expense will, forthwith upon the written request of the Holder, make available adequate current public information with respect to the Company within the meaning of paragraph (c)(2) of Rule 144. 14. Specific Performance. Irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached; accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. 15. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 16. Submission to Jurisdiction. Each of the Company and PX Holding hereby irrevocably submits in any action, suit or proceeding arising out of this Agreement or any of the transactions contemplated hereby to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the jurisdiction of any court of the State of New York located in the City of New York, Borough of Manhattan. The parties hereto waive any and all objections to the laying of venue of any such litigation in such jurisdiction and agree not to plead or claim in any such litigation that such litigation has been brought in an inconvenient forum. 17. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement, or the transactions contemplated by this Agreement. Each party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each such party understands and has considered the implications of this waiver, (iii) each such party makes this waiver voluntarily and (iv) each such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 17. 18. No Other Registration Rights. The Company represents and warrants to each Holder that there is not in effect on the date of this Agreement any agreement by the Company (other than this Agreement and the Registration Rights Agreement by and between the Company and a predecessor of Mafco Consolidated Group, Inc., dated as of June 15, 1995) pursuant to which any holders of securities of the Company have a right to cause the Company to register or qualify such securities under the Securities Act or any securities or blue sky laws of any jurisdiction. 19. Recapitalization, Exchanges, etc., Affecting the Company's Capital Stock. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all shares of capital stock of the Company or any successor or permitted assign of the Company (whether by merger, consolidation, sale of assets or otherwise), or at the election of a Holder, any person who controls any of the foregoing, which may be issued in respect of, in exchange for or in substitution of, the Registrable Securities. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. PX HOLDING CORPORATION By: /s/ Todd J. Slotkin ----------------------- Name: Todd J. Slotkin Title: Executive Vice President and Chief Financial Officer M & F WORLDWIDE CORP. By: /s/ Howard Gittis ----------------------- Name: Howard Gittis Title: Chairman of the Board of Directors, President and Chief Executive Officer EX-99 5 s478899.txt EXHIBIT 13 PX Holding Corporation Panavision Inc. 35 East 62nd Street 6219 De Soto Avenue New York, New York 10021 Woodland Hills, California 91367 April 19, 2001 M & F Worldwide Corp. 35 East 62nd Street New York, New York 10021 Gentlemen: We are delivering this letter to M & F Worldwide Corp., a Delaware corporation ("M & F Worldwide"), at your request in connection with the execution of a Stock Purchase Agreement, dated as of the date hereof (the "Stock Purchase Agreement"), by and between M & F Worldwide and PX Holding Corporation, a Delaware corporation ("PX Holding") and a wholly owned subsidiary of Mafco Holdings Inc., a Delaware corporation ("Mafco"). Pursuant to the Stock Purchase Agreement, M & F Worldwide is acquiring from PX Holding the 7,320,225 shares of common stock, par value $.01 per share, of Panavision Inc., a Delaware corporation ("Panavision"), held by PX Holding. M & F Worldwide has asked that Panavision and PX Holding provide confirmation regarding certain provisions of the registration rights agreement dated as of June 5, 1998 (the "Registration Rights Agreement"), by and between Panavision and PX Holding. Accordingly, Panavision and PX Holding hereby confirm that M & F Worldwide or its designated affiliate, PVI Acquisition Corp., will become a "Holder" under the Registration Rights Agreement and that all Shares acquired pursuant to the Stock Purchase Agreement will become "Registrable Securities" under the terms of such agreement. In connection therewith, PX Holding hereby assigns to M & F Worldwide, and M & F Worldwide hereby accepts such assignment and assumes, all of PX Holding's rights, subject to all of PX Holding's obligations, under the Registration Rights Agreement. As a result of the foregoing, PX Holding shall no longer be a "Holder" under the Registration Rights Agreement and, therefore, shall no longer be entitled to the benefits or be bound by any of the provisions, of the Registration Rights Agreement. For purposes of this letter agreement, "Holder" and "Registrable Securities" shall have the meanings ascribed to them in the Registration Rights Agreement. Panavision's and PX Holding's agreements and undertakings hereunder are for the sole benefit of M & F Worldwide and shall not create third party beneficiary rights on behalf of any other person or entity. If you are in agreement with the foregoing, please so indicate by signing the enclosed duplicate copy of this letter. Very truly yours, PX HOLDING CORPORATION By: /s/ Todd J. Slotkin ---------------------------------- Name: Todd J. Slotkin Title: Executive Vice President and Chief Financial Officer PANAVISION INC. By: /s/ Kenneth E. Krainman ---------------------------------- Name: Kenneth E. Krainman Title: Controller and Assistant Secretary ACCEPTED AND AGREED TO: M & F WORLDWIDE CORP. By: /s/ Howard Gittis ---------------------------------- Name: Howard Gittis Title: Chairman of the Board of Directors, President and Chief Executive Officer EX-99 6 s491585.txt EXHIBIT 14 Ronald O. Perelman 35 East 62nd Street New York, New York 10021 April 19, 2001 M & F Worldwide Corp. 35 East 62nd Street New York, New York 10021 Gentlemen: I am delivering this letter to M & F Worldwide Corp., a Delaware corporation ("M & F Worldwide"), at your request in connection with the execution of a Stock Purchase Agreement, dated as of the date hereof (the "Stock Purchase Agreement"), by and between M & F Worldwide and PX Holding Corporation, a Delaware corporation ("PX Holding") and a wholly owned subsidiary of Mafco Holdings Inc., a Delaware corporation ("Mafco"). Pursuant to the Stock Purchase Agreement, M & F Worldwide is acquiring from PX Holding the 7,320,225 shares of common stock, par value $.01 per share, of Panavision Inc., a Delaware corporation ("Panavision"), held by PX Holding. M & F Worldwide has asked that I provide certain agreements and undertakings relating to the (i) Credit Agreement, dated June 4, 1998, among Panavision, the several lenders named therein, Chase Securities Inc., as Advisor and Arranger, and The Chase Manhattan Bank, as Administrative Agent, as amended by the First Amendment thereto, dated as of September 30, 1998, and the Second Amendment, dated as of June 30, 1999 (as so amended, the "Credit Agreement); and (ii) Indenture, dated as of February 11, 1998, between PX Escrow Corp., a Delaware corporation ("PX Escrow") and The Bank of New York, as Trustee, relating to Panavision's 95/8% Senior Subordinated Discount Notes Due 2006 (the "Notes"), as amended by the First Supplemental Indenture, dated June 4, 1998, among PX Escrow, Panavision and the Trustee. Accordingly, as a partial inducement for M & F Worldwide entering into the Stock Purchase Agreement, I hereby agree that if M & F Worldwide determines in its good faith reasonable judgment that Panavision is unable to make required payments of principal or interest under the Credit Agreement or the Notes, I or corporations under my control will provide such financial support as may be required, such financial support being in the form described in the term sheet attached hereto. My agreements and undertakings hereunder are for the sole benefit of M & F Worldwide and shall not create third party beneficiary rights on behalf of any other person or entity. If you are in agreement with the foregoing, please so indicate by signing the enclosed duplicate copy of this letter. Very truly yours, /s/ Ronald O. Perelman Ronald O. Perelman ACCEPTED AND AGREED TO: M & F WORLDWIDE CORP. By: /s/ Howard Gittis ---------------------------- Name: Howard Gittis Title: Chairman of the Board of Directors, President and Chief Executive Officer TERM SHEET - ------------------------------------------------------------------------------- Amount: As M&F Worldwide determines. Use of Funds: As required to pay principal and interest and/or refinance the Credit Agreement and the Notes. Form of Consideration: In M&F Worldwide's discretion, either or both of: o subordinated debt of M&F Worldwide, maturing as M&F Worldwide determines based on its cash flow projections, and bearing an interest rate equal to the Pneumo Abex Credit Agreement; or o newly issued shares of Series B Preferred Stock priced at the greater of (i) $15 per share, or (ii) the then fair market value of M&F Worldwide Common Stock at the time. EX-99 7 s495333.txt EXHIBIT 15 Mafco Holdings Inc. 35 East 62nd Street New York, New York 10021 April 19, 2001 M & F Worldwide Corp. 35 East 62nd Street New York, New York 10021 Gentlemen: We are delivering this letter (the "Letter Agreement") to M & F Worldwide Corp., a Delaware corporation ("M & F Worldwide"), at your request in connection with the execution of a Stock Purchase Agreement, dated as of the date hereof (the "Stock Purchase Agreement"), by and between M & F Worldwide and PX Holding Corporation, a Delaware corporation ("PX Holding") and a wholly owned subsidiary of Mafco Holdings Inc., a Delaware corporation ("Mafco"). Pursuant to the Stock Purchase Agreement, M & F Worldwide is acquiring from PX Holding the 7,320,225 shares of common stock, par value $.01 per share, of Panavision Inc., a Delaware corporation ("Panavision"), held by PX Holding. M & F Worldwide has asked that Mafco provide certain agreements and undertakings in connection with a letter, dated the date hereof, delivered by M & F Worldwide to Panavision (the "M & F Worldwide Letter"), pursuant to which M & F Worldwide will make available to Panavision, subject to the terms of the M & F Worldwide Letter, an aggregate amount equal to $10,000,000, as required from time to time by Panavision to make payments of principal or interest under its credit facility or senior subordinated notes, but in no event later than December 31, 2001. Accordingly, as a partial inducement for M & F Worldwide entering into the Stock Purchase Agreement and as an inducement for M & F Worldwide executing the M & F Worldwide Letter, Mafco hereby irrevocably agrees that at such time or times as M&F Worldwide shall request on at least two business days' notice, but in no event later than December 31, 2001, Mafco or corporations under its control (each a "Mafco Sub") will disburse, without any set-off, counterclaim or defense, an aggregate amount equal to $10,000,000 (the "Mafco Disbursement") to M & F Worldwide, such Mafco Disbursement being in the form described in the term sheet attached hereto. Each request by M & F Worldwide for a disbursement of funds shall indicate that all of such funds will be promptly made available to Panavision under the letter referred to in the preceding paragraph directly to the account referred to in such letter. In connection with the Mafco Disbursement, Mafco represents and warrants that: a. Mafco is a corporation duly organized, validly existing and in good standing under the laws of Delaware; b. 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; c. 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 d. 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 addition, in connection with the payment of the Mafco Disbursement, M & F Worldwide agrees to the following: a. Expenses. Mafco agrees to reimburse M & F Worldwide for all reasonable costs and expenses of M & F Worldwide (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with any default by Mafco or enforcement or collection proceeding against Mafco arising under this Letter Agreement. b. Amendment. Mafco will not amend, alter or waive the terms of this letter without the consent of M & F Worldwide and The Chase Manhattan Bank ("Chase"). c. Successors and Assigns. This Letter Agreement shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of Mafco and Panavision; provided, however, that Mafco shall not assign or transfer any of its rights or obligations hereunder without the prior written consent of Chase; provided, further, that Mafco shall have the right to cause Mafco Sub to make and hold the investment contemplated by this Letter Agreement. d. Governing Law; Submission to Jurisdiction. This Letter Agreement shall be governed by, and construed in accordance with, the law of the State of New York. Mafco hereby submits to the nonexclusive jurisdiction of the ! United States District Court for the Southern District of New York and of the Supreme Court of the State of New York sitting in New York County (including its Appellate Division), and of any other appellate court in the State of New York, for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. e. WAIVER OF JURY TRIAL. MAFCO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Mafco's agreements and undertakings hereunder are for the sole benefit of M & F Worldwide and shall not create third party beneficiary rights on behalf of any other person or entity, except, with respect to Chase, to the extent expressly provided herein. If you are in agreement with the foregoing, please so indicate by signing the enclosed duplicate copy of this letter. Very truly yours, MAFCO HOLDINGS INC. By: /s/ Todd J. Slotkin --------------------------- Name: Todd J. Slotkin Title: Executive Vice President and Chief Financial Officer ACCEPTED AND AGREED TO: M & F WORLDWIDE CORP. By: /s/ Howard Gittis ---------------------------- Name: Howard Gittis Title: Chairman of the Board of Directors, President and Chief Executive Officer TERM SHEET - ------------------------------------------------------------------------------- Amount: $10,000,000 Use of Proceeds: To fund M&F Worldwide's investment of $10,000,000 in Panavision. Form of In M&F Worldwide's discretion, either or both of: Consideration: o subordinated debt of M&F Worldwide, maturing as M&F Worldwide determines based on its cash flow projections, and bearing an interest rate equal to the Pneumo Abex Credit Agreement; or o newly issued shares of Series B Preferred Stock priced at the greater of (i) $15 per share, or (ii) the then fair market value of M&F Worldwide Common Stock at the time. EX-99 8 s495354.txt EXHIBIT 16 M & F Worldwide Corp. 35 East 62nd Street New York, New York 10021 April 19, 2001 Panavision Inc. 6219 De Soto Avenue Woodland Hills, California Gentlemen: We are delivering this letter to Panavision Inc., a Delaware corporation ("Panavision"), in connection with the execution of a Stock Purchase Agreement, dated as of the date hereof (the "Stock Purchase Agreement"), by and between M & F Worldwide Corp. ("M &F Worldwide") and PX Holding Corporation, a Delaware corporation ("PX Holding") and a wholly owned subsidiary of Mafco Holdings Inc., a Delaware corporation ("Mafco"). Pursuant to the Stock Purchase Agreement, M & F Worldwide is acquiring from PX Holding the 7,320,225 shares of common stock, par value $.01 per share, of Panavision, held by PX Holding. Additionally, Mafco is delivering a letter, dated the date hereof, pursuant to which Mafco will make available to M & F Worldwide, upon the terms set forth therein, an aggregate amount equal to $10,000,000 from time to time as requested by M & F Worldwide, but in no event later than December 31, 2001 (the "Mafco Letter Agreement"). In connection with this transaction, and for good and valuable consideration, M & F Worldwide hereby irrevocably agrees that it shall, or shall cause a wholly-owned subsidiary (a "M & F Worldwide Sub") to, make available to Panavision, without any set-off, counterclaim or defense, an aggregate amount equal to $10,000,000 (the "Investment Contribution Amount"), as required from time to time by Panavision to make payments of principal or interest under its credit facility or senior subordinated notes, but in any event no later than December 31, 2001; provided, however, that such obligations shall be conditioned upon M & F Worldwide having previously received an equivalent cash disbursement pursuant to the Mafco Letter Agreement. All amounts made available by M & F Worldwide or M & F Worldwide Sub as described in this letter shall be made in dollars in immediately available funds directly to an operating account of Panavision at The Chase Manhattan Bank ("Chase"), and upon crediting of such payments to such account shall be deemed received by Panavision in satisfaction of the obligations of M & F Worldwide hereunder. Amounts made available by M & F Worldwide or M & F Worldwide Sub to Panavision as described above shall constitute a purchase by M & F Worldwide of (i) common stock of Panavision, (ii) voting preferred stock of Panavision or (iii) subordinated indebtedness of Panavision; provided, however, that in the case of any such preferred stock or any such subordinated indebtedness, such preferred stock or subordinated indebtedness shall have arms-length terms and conditions reasonably satisfactory to Chase; but provided, further that it shall not be a condition to M&F Worldwide or M & F Worldwide Sub making available to Panavision all or any portion of the Investment Contribution Amount that there be prior agreement as to (x) the number of shares of such common stock, (y) the number of shares or terms and conditions of such preferred stock or (z) the terms and conditions of such subordinated indebtedness. In connection with the payment of the Investment Contribution Amount, M & F Worldwide represents and warrants that: a. M & F Worldwide is a corporation duly organized, validly existing and in good standing under the laws of Delaware; b. None of the execution and delivery of this letter, the consummation of the transactions herein contemplated or compliance with the terms and conditions hereof by M & F Worldwide shall 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; c. M & F Worldwide has all necessary corporate power, authority and legal right to execute, deliver and perform its obligations as described in this letter and the execution, delivery and performance by M & F Worldwide of this letter has been duly authorized; and d. This letter 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). In addition, in connection with the payment of the Investment Contribution Amount, M & F Worldwide agrees to the following: a. Expenses. M & F Worldwide agrees to reimburse Panavision for all reasonable costs and expenses of Panavision (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with any default by M & F Worldwide or enforcement or collection proceeding against M & F Worldwide arising from the terms described in this letter. b. Amendment. M & F Worldwide will not amend, alter or waive the terms of this letter without the consent of Panavision and Chase. c. Successors and Assigns. This letter shall be binding upon the heirs, executors, administrators, successors and assigns of M & F Worldwide, and shall inure to the benefit of the respective heirs, executors, administrators, successors and assigns of Chase and Panavision; provided, however, that M & F Worldwide shall not assign or transfer any of its rights or obligations hereunder without the prior written consent of Chase; provided, further that M & F Worldwide shall have the right to cause M & F Worldwide Sub to make and hold the investment contemplated by this letter. d. Governing Law; Submission to Jurisdiction. This letter shall be governed by, and construed in accordance with, the law of the State of New York. M & F Worldwide hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of the Supreme Court of the State of New York sitting in New York County (including its Appellate Division), and of any other appellate court in the State of New York, for the purposes of all legal proceedings arising out of or relating to this letter or the transactions contemplated hereby. e. WAIVER OF JURY TRIAL. M & F WORLDWIDE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY. IN WITNESS WHEREOF, the undersigned, being a duly elected officer of M & F Worldwide, has executed this letter as of the date first written above. M & F WORLDWIDE CORP. By: /s Howard Gittis ----------------------- Name: Howard Gittis Title: Chairman of the Board of Directors, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----