Seventh Amendment to Credit Agreement among Panavision Inc., Lenders, Credit Suisse First Boston, and JPMorgan Chase Bank

Summary

This amendment, dated November 12, 2003, modifies the existing Credit Agreement between Panavision Inc., several lenders, Credit Suisse First Boston, and JPMorgan Chase Bank. It updates definitions, financial covenants, and certain terms related to interest rates, leverage ratios, and credit facilities. The amendment also sets new conditions for the use of a line of credit and specifies that these changes will expire on March 22, 2004, unless certain financial requirements are met. The amendment becomes effective once all parties sign and specific conditions are fulfilled.

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EX-4.15 5 file004.txt SEVENTH AMENDMENT SENIOR SUBORDINATED LINE OF EXHIBIT 4.15 ------------ SEVENTH AMENDMENT ----------------- SEVENTH AMENDMENT, dated as of November 12, 2003 (this "Amendment" or the "Seventh Amendment"), with respect 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"), CREDIT SUISSE FIRST BOSTON, as documentation agent, and JPMORGAN CHASE 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 modified 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, effective from and after the date upon which the conditions to effectiveness set forth in Section 2.1 of this Amendment are satisfied, 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 Rate Eurodollar Loans Loans ----- ----- Revolving Credit Loans 3.75% 4.75% Tranche A Term Loans 3.75% 4.75% Tranche B Term Loans 4.00% 5.00%
(b) The definition of "Consolidated EBITDA" in Section 1.1 of the Credit Agreement is hereby amended by adding the following clause (l) to the end thereof: "plus (l) to the extent deducted in determining Consolidated Net Income in such period, the aggregate amount of refinancing costs paid by the Borrower in connection with the Proposed August 2003 Refinancing, not to exceed $2,100,000" 2 (c) The definition of "Consolidated Interest Coverage Ratio" in Section 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows: "Consolidated Interest Coverage Ratio": for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense (excluding in the case of this clause (b) only any fees paid or payable to the Lenders in such period with respect to waivers or amendments of the Loan Documents) for such period. (d) Section 1.1 of the Credit Agreement is hereby further amended by inserting the following definitions in the appropriate alphabetical order: "Incremental Line of Credit Agreement": the Senior Subordinated Line of Credit Agreement, dated as of November 12, 2003, between the Borrower and MacAndrews & Forbes Holdings Inc., as it may be amended from time to time to the extent permitted by Section 7.9 and the terms and conditions of which are reasonably acceptable to the Administrative Agent. "Line of Credit Facilities": the collective reference to the Line of Credit Agreement and the Incremental Line of Credit Agreement. "Proposed August 2003 Refinancing": the proposed refinancing of the Facilities in July and August 2003 to be arranged by Credit Suisse First Boston and Bear Stearns in which the closing thereof never occurred. 1.2. Amendment to Section 7.1. Certain rows in the tables contained in Section 7.1 of the Credit Agreement are hereby replaced with the rows indicated below (a) Consolidated Total Leverage Ratio. ---------------------------------
Consolidated Total Period Leverage Ratio ------ -------------- July 1, 2003 to September 30, 2003 6.00 to 1.00 October 1, 2003 to December 31, 2003 6.00 to 1.00 January 1, 2004 and thereafter 5.00 to 1.00
(b) Consolidated Interest Coverage Ratio. ------------------------------------
Fiscal Quarter Consolidated Interest Coverage Ratio -------------- ------------------------------------ December 31, 2003 2.00 to 1.00 March 31, 2004 and each quarter thereafter 2.50 to 1.00
(c) Consolidated EBITDA. -------------------
Fiscal Quarter Amount -------------- ------ September 30, 2003 $57,750,000 December 31, 2003 $55,000,000 March 31, 2004 and each quarter thereafter $65,000,000
3 The amendments to the Credit Agreement contained in this Section 1.2 shall automatically expire at the close of business on March 22, 2004, and, in the event that the Borrower is not in compliance with the financial covenants contained in Section 7.1 of the Credit Agreement for any of the periods or dates referenced above without giving effect to this Section 1.2, an Event of Default shall then be in existence. 1.3. Amendment to Section 7.2. Paragraph (f) of Section 7.2 of the Credit Agreement is hereby amended by deleting "$10,000,000" and inserting in lieu thereof "$20,000,000". 1.4. Amendment to Section 7.9. Section 7.9 of the Credit Agreement is hereby amended by deleting subsection (d) thereof in its entirety and substituting in lieu thereof the following: "(d) amend, modify or waive any Line of Credit Facility in any manner that would (i) shorten its maturity prior to April 15, 2004 or (ii) increase the rate of interest payable thereunder." 1.5. Amendment to Section VIII. Section VIII of the Credit Agreement is hereby amended by (a) inserting the word "or" at the end of paragraph (q) thereof and (b) adding the following new paragraphs (r) and (s) immediately after paragraph (q): "(r) (i) the interest payment due on February 1, 2004 in respect of all Senior Subordinated Notes shall not be financed exclusively through a drawing under the Incremental Line of Credit Agreement unless, on or prior to January 30, 2004, (x) the Facilities shall have been terminated or refinanced or (y) the outstanding Indebtedness of the Borrower and its Subsidiaries shall have been reduced in amount and in such a manner satisfactory to the Required Lenders, or (ii) the Borrower shall prepay prior to April 15, 2004 any amount so drawn under the Incremental Line of Credit Agreement pursuant to clause (i) above; or (s) either Line of Credit Facility shall for any reason cease to be in full force and effect in an amount of no less than $10,000,000 prior to April 15, 2004;" SECTION II MISCELLANEOUS 2.1. Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date first set forth above 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; (b) the Administrative Agent shall have received, for the account of each Lender executing this Amendment on or prior to November 12, 2003 an amendment fee equal to 0.250% of the sum of each such executing Lender's Revolving Credit Commitment and Term Loans then outstanding (in respect of each such Lender, an "Amendment Fee"); and (c) the Incremental Line of Credit Agreement shall be in full force and effect in the amount of $10,000,000 with a final maturity of no earlier than April 15, 2004. 2.2. 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, 4 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) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing as of the date hereof. 2.3. 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. 2.4. Continuing Effect; No Other Amendments. Except to the extent the Credit Agreement is expressly modified 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. 2.5. 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. 2.6. 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 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/ ERIC W. GOLDEN ----------------------- Name: Eric W. Golden Title: Executive Vice President and General Counsel JPMORGAN CHASE BANK, as Administrative Agent and as a Lender By: /S/ NEIL R. BOYLAN ------------------------ Name: Neil R. Boylan Title: Managing Director CREDIT SUISSE FIRST BOSTON, as Documentation Agent and as a Lender By: /S/ SO VONNA DAY-GOINS ---------------------------- Name: So Vonna Day-Goins Title: Vice President By: /S/ JAY CHALI ------------------- Name: Jay Chali Title: Director Archimedes Funding I, LLC, By: ING Capital Advisors LLC, as Collateral Manager By: /S/ JANE MUSSER NELSON ------------------------- Name: Jane Musser Nelson Title: Managing Director Archimedes Funding III, Ltd. By: ING Capital Advisors LLC, as Collateral Manager By: /S/ JANE MUSSER NELSON ------------------------- Name: Jane Musser Nelson Title: Managing Director CanPartners Investments IV, LLC By: /S/ MITCHELL R. JULIS ------------------------ Name: Mitchell R. Julis Title: Managing Director Crescent/Mach I Partners, By: TCW Asset Management Company As Investment By: /S/ RICHARD F. KURTH ----------------------- Name: Richard F. Kurth Title: Senior Vice President By: /S/ G. STEVEN KALIN ---------------------- Name: G. Steven Kalin Title: Senior Vice President CSAM Funding I By: /S/ ANDREW H. MARSHAK ------------------------ Name: Andrew H. Marshak Title: Authorized Signatory Eaton Vance Institution Senior Loan Fund By: Eaton Vance Management As Investment Advisor By: /S/ MICHAEL B. BOTTHOF ------------------------- Name: Michael B. Botthof Title: Vice President Eaton Vance Senior Income Trust By: Eaton Vance Management As Investment Advisor By: /S/ MICHAEL B. BOTTHOF ------------------------- Name: Michael B. Botthof Title: Vice President Eaton Vance CDO III, Ltd. By: Eaton Vance Management As Investment Advisor By: /S/ MICHAEL B. BOTTHOF ------------------------- Name: Michael B. Botthof Title: Vice President First Dominion Funding I By: /S/ ANDREW H. MARSHAK ------------------------ Name: Andrew H. Marshak Title: Authorized Signatory First Dominion Funding II By: /S/ ANDREW H. MARSHAK ------------------------ Name: Andrew H. Marshak Title: Authorized Signatory First Dominion Funding III By: /S/ ANDREW H. MARSHAK ------------------------ Name: Andrew H. Marshak Title: Authorized Signatory Sun America Life Insurance Company By: AIG Global Investment Corp., its Investment Advisor By: /S/ W. JEFFREY BAXTER ------------------------ Name: W. Jeffrey Baxter Title: Vice President Galaxy CLO 1999-1 Ltd By: AIG Global Investment Corp., As Collateral Manager By: /S/ W. JEFFREY BAXTER ------------------------ Name: W. Jeffrey Baxter Title: Vice President General Electric Capital Corporation By: /S/ SUSAN TIMMERMAN ---------------------- Name: Susan Timmerman Title: Sr. Risk Manager Grayson & Co By: Boston Management and Research As Investment Advisor By: /S/ MICHAEL B. BOTTHOF ------------------------- Name: Michael B. Botthof Title: Vice President ING Prime Rate Trust By: Aeltus Investment Management, Inc. 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 B-499 By: /S/ MATTHEW A.L. PACKHAM ---------------------------- Name: Matthew A.L. Packham Title: Assistant Director Credit Services P-002 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 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/ YOSMERY D. ORTEGA ------------------------ Name: Yosmery D. Ortega Title: Associate Oxford Strategic Income Fund By: Eaton Vance Management As Investment Advisor By: /S/ MICHAEL B. BOTTHOF ------------------------ Name: Michael B. Botthof 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 Satellite Senior Income Fund, LLC By: Satellite Asset Management, L.P. By: /s/ MARK SONNINO_______________ ----------------------------------- Name: Mark Sonnino Title: Principal Senior Debt Portfolio By: Boston Management and Research As Investment Advisor By: /S/ MICHAEL B. BOTTHOF ------------------------ Name: Michael B. Botthof 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 Van Kampen CLO I, Limited By: Van Kampen Investment Advisory Corp as Collateral Manager By: /s/ WILLIAM D. LENGA ------------------------ Name: William D. Lenga Title: Vice President Van Kampen Senior Loan Fund By: Van Kampen Investment Advisory Corp. By: /s/ CHRISTINA JAMIESON -------------------------- Name: Christina Jamieson Title: Vice President Van Kampen Senior Income Trust By: Van Kampen Investment Advisory Corp. By: /s/ BRAD LANGS ----------------- Name: Brad Langs Title: Executive Director THE UNDERSIGNED GUARANTORS HEREBY CONSENT AND AGREE TO THE FOREGOING AMENDMENT AS OF THE DATE HEREOF. PANAPAGE ONE LLC By: /S/ ERIC W. GOLDEN ------------------------ Name: Eric W. Golden Title: Executive Vice President and General Counsel PANAPAGE TWO LLC By: /S/ ERIC W. GOLDEN ------------------------ Name: Eric W. Golden Title: Executive Vice President and General Counsel PANAPAGE CO. LLC By: /S/ ERIC W. GOLDEN ------------------------ Name: Eric W. Golden Title: Executive Vice President and General Counsel PANAVISION INTERNATIONAL, L.P. By: Panavision Inc., its General Partner By: /S/ ERIC W. GOLDEN ------------------------ Name: Eric W. Golden Title: Executive Vice President and General Counsel PANAVISION U.K. HOLDINGS, INC. By: /S/ ERIC W. GOLDEN ------------------------ Name: Eric W. Golden Title: Executive Vice President and General Counsel PANAVISION REMOTE SYSTEMS, INC. By: /S/ ERIC W. GOLDEN ------------------------ Name: Eric W. Golden Title: Executive Vice President and General Counsel LAS PALMAS PRODUCTIONS, INC. By: /S/ ERIC W. GOLDEN ------------------------ Name: Eric W. Golden Title: Executive Vice President and General Counsel