Third Amendment to Credit Agreement among Panavision Inc., Lenders, and JPMorgan Chase Bank (March 15, 2002)

Summary

This amendment updates the terms of a credit agreement originally dated May 28, 1998, between Panavision Inc., several lenders, and JPMorgan Chase Bank as administrative agent. The amendment revises definitions, financial covenants, and fee structures, and adds new requirements for capital expenditures and equity exchanges. It also provides a waiver for certain compliance obligations related to the issuance of capital stock. The amendment becomes effective once signed by all required parties and upon payment of an amendment fee to the lenders.

EX-4.4 3 file002.txt THIRD AMENDMENT EXHIBIT 4.4 THIRD AMENDMENT --------------- THIRD AMENDMENT, dated as of March 15, 2002 (this "Amendment"), to the Credit Agreement, dated as of May 28, 1998 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"; unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as defined therein), among PANAVISION INC., a Delaware corporation (the "Borrower"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), J.P. MORGAN SECURITIES INC. (formerly known as Chase Securities Inc.), as advisor and arranger, CREDIT SUISSE FIRST BOSTON, as documentation agent, and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as administrative agent (in such capacity, the "Administrative Agent"). W I T N E S S E T H - - - - - - - - - - WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower; and WHEREAS, the Borrower has requested, and, upon this Amendment becoming effective, the Lenders have agreed, that certain provisions of the Credit Agreement be amended in the manner provided for in this Amendment. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises, the parties hereto hereby agree as follows: SECTION I AMENDMENTS 1.1. Amendments to Section 1.1. (a) The definition of "Applicable Margin" in Section 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows: "Applicable Margin": for each Type of Loan, the rate per annum set forth under the relevant column heading below: Alternate Base Eurodollar Rate Loans Loans ---------- ----- Revolving Credit Loans 2.75% 3.75% Tranche A Term Loans 2.75% 3.75% Tranche B Term Loans 3.00% 4.00% (a) The definition of "Commitment Fee Rate" in Section 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows: "Commitment Fee Rate": 3/4 of 1% per annum. (c) The definition of "Consolidated EBITDA" in Section 1.1 of the Credit Agreement is hereby amended by deleting from clause (j) thereof the phrase "the Second Amendment dated as of June 30, 1999" and substituting in lieu thereof the phrase "the Third Amendment dated as of March 15, 2002". 1. Amendment to Section 2.7. Section 2.7 of the Credit Agreement is hereby amended by adding the following new paragraph (d) at the end thereof: (d) In the event that, during the period commencing on March 15, 2002 and ending on June 30, 2002, the Borrower does not make optional or mandatory prepayments of Term Loans under Section 2.9 or 2.10(a), as applicable, in an aggregate principal amount of at least $100,000,000, the Borrower agrees to pay to the Administrative Agent for the account of each Lender a fee equal to 1% of the sum of each such Lender's Revolving Credit Commitment and Term Loans outstanding on the last day of such period, which fee shall be payable on July 1, 2002. 2. Amendment to Section 7.1. Section 7.1 of the Credit Agreement is hereby amended in its entirety to read as follows: 7.1. Financial Condition Covenants. (a) Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as at the last day of any fiscal quarter which day shall occur during the following periods to exceed the following respective ratios: Consolidated Total Period Leverage Ratio October 1, 2001 to December 31, 2001 6.75 to 1.00 January 1, 2002 to June 30, 2002 8.50 to 1.00 July 1, 2002 to September 30, 2002 7.00 to 1.00 October 1, 2002 to December 31, 2002 6.00 to 1.00 January 1, 2003 and thereafter 5.00 to 1.00 (b) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio for any period of four consecutive fiscal quarters of the Borrower to be less than 2.00 to 1.00. (c) Consolidated EBITDA. Permit Consolidated EBITDA for any period of four consecutive fiscal quarters of the Borrower ending with any fiscal quarter set forth below to be less than the amount set forth below opposite such fiscal quarter: Fiscal Quarter Amount -------------- ------ March 31, 2002 $60,000,000 June 30, 2002 $55,000,000 September 30, 2002 $70,000,000 December 31, 2002 $80,000,000 3. Amendment to Section 7.7. The Credit Agreement is hereby amended by deleting Section 7.7 in its entirety and substituting in lieu thereof the following: 7.7. Limitation on Capital Expenditures. Make or commit to make any Capital Expenditure, except (a) Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not exceeding $30,000,000 for the 2001 fiscal year of the Borrower, $21,000,000 for the 2002 fiscal year of the Borrower and $25,000,000 in each fiscal year of the Borrower thereafter; (b) Capital Expenditures made with the proceeds of any event which would be a Recovery Event but for the second parenthetical clause in the definition thereof; and (c) Capital Expenditures made with the proceeds of any Dispositions of Property by the Borrower or its Subsidiaries pursuant to Section 7.5(a)(i). 4. Amendment to Section VIII. Section VIII of the Credit Agreement is hereby amended by (a) inserting the word "or" at the end of paragraph (l) thereof and (b) adding the following new paragraphs (m) and (n) immediately after paragraph (l): (m) (i) the Borrower shall fail to receive from one or more Persons (other than any Subsidiary of the Borrower) Senior Subordinated Notes in an aggregate principal amount of $37,700,000 in exchange solely for shares of newly issued common stock or perpetual preferred stock of the Borrower by the earlier of (A) a date no more than two Business Days later than the date of the approval by the Delaware Chancery Court of the proposed settlement of the matter In re M&F Worldwide Corp. Shareholder Litigation, Consolidated Civil Action No. 18502 NC and (B) June 30, 2002, or (ii) the Borrower shall fail to cancel such Senior Subordinated Notes promptly after receipt thereof; or (n) (i) the Borrower shall fail to receive from one or more Persons (other than any Subsidiary of the Borrower) by June 30, 2002 cash in an aggregate amount equal to $10,000,000 in exchange solely for shares of newly issued common stock or perpetual preferred stock of the Borrower or (ii) the Borrower shall fail to apply such cash amount promptly after receipt thereof as an optional prepayment of Revolving Credit Loans (it being understood and agreed that such optional prepayment shall be made without any permanent reduction of the Revolving Credit Commitments); SECTION II WAIVER The Lenders hereby waive compliance by the Borrower and its Subsidiaries with the provisions of Section 2.10(a) of the Credit Agreement insofar as such provisions would otherwise apply to the issuance by the Borrower of its Capital Stock as contemplated by paragraph (n) of Section VIII of the Credit Agreement. SECTION III MISCELLANEOUS 3.1. Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date first set forth above (the "Third Amendment Effective Date") upon satisfaction of the following conditions: (a) The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent and the Required Lenders; and (b) The Administrative Agent shall have received, for the account of each Lender executing this Amendment, an amendment fee equal to 1/4% of the sum of each such Lender's Revolving Credit Commitment and Term Loans then outstanding. Interest that is payable after the Third Amendment Effective Date but that accrued prior thereto shall be payable at the interest rates in effect prior to this Amendment becoming effective. 3.2. Representations and Warranties. The Borrower represents and warrants to each Lender that as of the effective date of this Amendment: (a) this Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors' rights generally, by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing; (b) the representations and warranties made by the Loan Parties in the Loan Documents are true and correct in all material respects on and as of the date hereof (except to the extent that such representations and warranties are expressly stated to relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date); and (c) no Default or Event of Default shall have occurred and be continuing as of the date hereof. 3.3. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent. The execution and delivery of the Amendment by any Lender shall be binding upon each of its successors and assigns (including Transferees of its commitments and Loans in whole or in part prior to effectiveness hereof) and binding in respect of all of its commitments and Loans, including any acquired subsequent to its execution and delivery hereof and prior to the effectiveness hereof. 3.4 Continuing Effect; No Other Amendments. Except to the extent the Credit Agreement is expressly amended hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect. This Amendment shall constitute a Loan Document. 3.5. Payment of Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all of its out-of-pocket costs and reasonable expenses incurred to date in connection with this Amendment and the other Loan Documents, including, without limitation, the reasonable fees and disbursements of legal counsel to the Administrative Agent. 3.6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. [REST OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. PANAVISION INC. By: /s/ SCOTT L. SEYBOLD ---------------------------------- Name: Scott L. Seybold Title: Executive Vice President and Chief Financial Officer JPMORGAN CHASE BANK, as Administrative Agent and as a Lender By: /s/ TRACEY NAVIN EWING ---------------------------------- Name: Tracey Navin Ewing Title: Vice President CREDIT SUISSE FIRST BOSTON, as Documentation Agent and as a Lender By: /s/ JOEL GLODOWSKI ---------------------------------- Name: Joel Glodowski Title: Managing Director By: /s/ JOHN D. LEWIS ---------------------------------- Name: John D. Lewis Title: Associate Archimedes Funding, LLC By: ING Capital Advisors LLC, as Collateral Manager By: /s/ MICHAEL J. CAMPBELL ---------------------------------------- Name: Michael J. Campbell Title: Managing Director Credit Agricole Indosuez By: /s/ LEO VON REISSIG ---------------------------------------- Name: Leo von Reissig Title: Authorized Signatory By: /s/ FREDERIK W. AASE ---------------------------------------- Name: Frederik W. Aase Title: Authorized Signatory Crescent/Mach I Partners, L.P. By: TCW Asset Management Company, its Investment Manager By: /s/ RICHARD F. KURTH ---------------------------------------- Name: Richard F. Kurth Title: Vice President CSAM Funding I By: /s/ ANDREW MARSHAK ---------------------------------------- Name: Andrew Marshak Title: Authorized Signatory Debt Strategies Fund, Inc. By: /s/ MATTHEW WALLACK ---------------------------------------- Name: Matthew Wallack Title: Authorized Signatory Eaton Vance CDO III, Ltd. By: Eaton Vance Management as Investment Advisor By: /s/ PAYSON F. SWAFFIELD -------------------------------------- Name: Payson F. Swaffield Title: Vice President Eaton Vance Institutional Senior Loan Fund By: Eaton Vance Management as Investment Advisor By: /s/ PAYSON F. SWAFFIELD -------------------------------------- Name: Payson F. Swaffield Title: Vice President Eaton Vance Senior Income Trust By: Eaton Vance Management as Investment Advisor By: /s/ PAYSON F. SWAFFIELD -------------------------------------- Name: Payson F. Swaffield Title: Vice President First Dominion Funding I By: /s/ ANDREW MARSHAK -------------------------------------- Name: Andrew Marshak Title: Authorized Signatory First Dominion Funding II By: /s/ ANDREW MARSHAK -------------------------------------- Name: Andrew Marshak Title: Authorized Signatory First Dominion Funding III By: /s/ ANDREW MARSHAK -------------------------------------- Name: Andrew Marshak Title: Authorized Signatory Fleet National Bank By: /s/ ALISA B. CALLAHAN ------------------------------------- Name: Alisa B. Callahan Title: Vice President The Fuji Bank, Ltd. By: /s/ JOHN D. DOYLE ------------------------------------- Name: John D. Doyle Title: Vice President and Manager GE Capital By: /s/ SUSAN TIMMERMAN ------------------------------------- Name: Susan Timmerman Title: Senior Risk Manager General Electric Capital Corporation (Acting through its Commercial Finance Bank Loan Group) By: /s/ GREGORY HONG ------------------------------------- Name: Gregory Hong Title: Duly Authorized Signatory Grayson & Co. By: Boston Management & Research as Investment Advisor By: /s/ PAYSON F. SWAFFIELD ------------------------------------- Name: Payson F. Swaffield Title: Vice President ING Prime Rate Trust By: ING Investments, LLC as its Investment Manager By: /s/ BRIAN S. HORTON ------------------------------------- Name: Brian S. Horton Title: Vice President Pilgrim America High Income Investments Ltd. By: ING Investments, LLC as its Investment Manager By: /s/ BRIAN S. HORTON --------------------------------------- Name: Brian S. Horton Title: Vice President Sequils - Pilgrim I, Ltd. By: ING Investments, LLC as its Investment Manager By: /s/ BRIAN S. HORTON --------------------------------------- Name: Brian S. Horton Title: Vice President ML CLO XV Pilgrim America (Cayman) Ltd. By: ING Investments, LLC as its Investment Manager By: /s/ BRIAN S. HORTON --------------------------------------- Name: Brian S. Horton Title: Vice President KZH Crescent - 2 LLC By: /s/ SUSAN LEE --------------------------------------- Name: Susan Lee Title: Authorized Agent KZH ING - 2 LLC By: /s/ SUSAN LEE --------------------------------------- Name: Susan Lee Title: Authorized Agent KZH Soleil LLC By: /s/ SUSAN LEE --------------------------------------- Name: Susan Lee Title: Authorized Agent Lloyds TSB Bank Plc. By: /s/ NICHOLAS J. BRUCE ------------------------------------------ Name: Nicholas J. Bruce Title: Vice President Credit Services By: /s/ DAVID RODWAY ------------------------------------------ Name: David Rodway Title: Vice President Credit Services, USA Merrill Lynch Senior Floating Rate Fund, Inc. By: /s/ MATTHEW WALLACK ------------------------------------------ Name: Matthew Wallack Title: Authorized Signatory Morgan Stanley Prime Income Trust By: /s/ SHEILA A. FINNERTY Name: Sheila A. Finnerty Title: Executive Director ------------------------------------------ Natexis Banques Populaires By: /s/ FRANK H. MADDEN, JR. ------------------------------------------ By: Frank H. Madden, Jr. Title: Vice President & Group Manager By: /s/ JOSEPH A. MILLER ------------------------------------------ Name: Joseph A. Miller Title: Associate Oxford Strategic Income Fund By: Eaton Vance Management as Investment Advisor By: /s/ PAYSON F. SWAFFIELD ------------------------------------------ Name: Payson F. Swaffield Title: Vice President Satellite Senior Income Fund, LLC By: /s/ BRIAN KRIFTCHER ---------------------------------- Name: Brian Kriftcher Title: Principal Senior Debt Portfolio By: Boston Management & Research as Investment Advisor By: /s/ PAYSON F. SWAFFIELD ---------------------------------- Name: Payson F. Swaffield Title: Vice President U.S. Bank National Association By: /s/ BRIAN HARRER ---------------------------------- Name: Brian Harrer Title: Banking Officer Van Kampen CLO I, Limited By: Van Kampen Investment Advisory Corp as Collateral Manager By: /s/ WILLIAM LENGA ---------------------------------- Name: William Lenga Title: Vice President THE UNDERSIGNED GUARANTORS HEREBY CONSENT AND AGREE TO THE FOREGOING THIRD AMENDMENT AS OF THE DATE HEREOF. PANAPAGE ONE LLC By: /s/ SCOTT L. SEYBOLD ------------------------------------ Name: Scott L. Seybold Title: Executive Vice President and Chief Financial Officer PANAPAGE TWO LLC By: /s/ SCOTT L. SEYBOLD ------------------------------------ Name: Scott L. Seybold Title: Executive Vice President and Chief Financial Officer PANAPAGE CO. LLC By: /s/ SCOTT L. SEYBOLD ------------------------------------ Name: Scott L. Seybold Title: Executive Vice President and Chief Financial Officer PANAVISION INTERNATIONAL, L.P. By: Panavision Inc., its General Partner By: /s/ SCOTT L. SEYBOLD ------------------------------------ Name: Scott L. Seybold Title: Executive Vice President and Chief Financial Officer PANAVISION U.K. HOLDINGS, INC. By: /s/ SCOTT L. SEYBOLD ------------------------------------ Name: Scott L. Seybold Title: Executive Vice President and Chief Financial Officer PANAVISION REMOTE SYSTEMS, INC. By: /s/ SCOTT L. SEYBOLD ------------------------------------ Name: Scott L. Seybold Title: Executive Vice President and Chief Financial Officer