Assignment and Assumption of Registration Rights Agreement by PX Holding Corporation, Panavision Inc., and M & F Worldwide Corp.

Summary

PX Holding Corporation and Panavision Inc. confirm that, following the sale of Panavision shares to M & F Worldwide Corp., M & F Worldwide (or its affiliate) will assume all rights and obligations under an existing Registration Rights Agreement previously held by PX Holding. PX Holding assigns these rights and obligations to M & F Worldwide, and will no longer be a party to the agreement. This arrangement ensures M & F Worldwide can register the acquired shares, with no third-party beneficiary rights created.

EX-4.3 5 s478899.txt EX-4.3 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