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                                                                   EXHIBIT 10.29

                               Mafco Holdings Inc.
                               35 East 62nd Street
                            New York, New York 10021


                                                      June 27, 2002


Panavision Inc.
6219 De Soto Avenue
Woodland Hills, California

Gentlemen:

            Mafco Holdings, Inc., a Delaware corporation ("Mafco"), and
Panavision Inc., a Delaware corporation ("Panavision"), hereby agree that
Panavision will issue to Mafco, or a wholly owned subsidiary of Mafco, 49,199
shares of Series B Cumulative Pay-in-Kind Preferred Stock, par value $.01 per
share, of Panavision (the "Series B Preferred Stock"), in exchange for
$37,726,000 principal amount of 9 5/8% Senior Subordinated Discount Notes Due
2006 of Panavision (the "Notes"), on which there is approximately $1.8 million
of accrued and unpaid interest, and $10,000,000 in cash. The Series B Preferred
Stock will have the terms set forth in the term sheet attached hereto as
Exhibit A.

            In addition, Mafco agrees to indemnify and hold harmless Panavision
from and against all losses or liabilities arising from the Instrument of
Assignment and Assumption, between Mafco and Panavision, to be executed on June
28, 2002, including with respect to the obligation to make the Option Payment
(as defined in such Instrument of Assignment and Assumption).

            In connection with the transactions contemplated by this letter
agreement (the "Letter Agreement"), Mafco represents and warrants that:

      1.    Mafco is a corporation duly organized, validly existing and in good
            standing under the laws of Delaware;

      2.    None of the execution and delivery of this Letter Agreement, the
            consummation of the transactions herein contemplated or compliance
            with the terms and conditions hereof by Mafco will conflict with or
            result in a breach of, or require any authorization, approval or
            consent which has not been obtained under, or constitute a default
            under, the charter or by-laws of Mafco, or any applicable provision
            or term of any law or regulation, or any order, writ, injunction or
            decree of any court or governmental authority or agency, or any
            material agreement or instrument to which Mafco is a party or by
            which Mafco or any of its property is bound or to which it is
            subject;

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      3.    Mafco has all necessary corporate power, authority and legal right
            to execute, deliver and perform its obligations as described in this
            Letter Agreement and the execution, delivery and performance by
            Mafco of this Letter Agreement has been duly authorized;

      4.    This Letter Agreement has been duly and validly executed and
            delivered by Mafco and constitutes the legal, valid and binding
            obligation of Mafco, enforceable against Mafco in accordance with
            its terms, except as such enforceability may be limited by (i)
            bankruptcy, insolvency, reorganization, moratorium, fraudulent
            conveyance, fraudulent transfer or similar laws of general
            applicability affecting the enforcement of creditors' rights and
            (ii) the application of general principles of equity (regardless of
            whether such enforceability is considered in a proceeding in equity
            or at law); and

      5.    The transfer of the Notes will effectively vest in Panavision good,
            valid and marketable title to the Notes, free and clear of all
            Encumbrances whatsoever, except for any Encumbrances arising under
            the Securities Act of 1933 (the "Securities Act") or state
            securities laws. As used in this Letter Agreement, the term
            "Encumbrances" shall mean any and all liens, charges, security
            interests, options, claims, mortgages, pledges, or agreements,
            obligations, understandings or arrangements or other restrictions on
            title or transfer of any nature whatsoever.

            In connection with the transactions contemplated by this Letter
Agreement, Panavision represents and warrants that:

      1.    Panavision is a corporation duly organized, validly existing and in
            good standing under the laws of Delaware;

      2.    None of the execution and delivery of this Letter Agreement, the
            consummation of the transactions herein contemplated or compliance
            with the terms and conditions hereof by Panavision 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 Panavision, 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 Panavision
            is a party or by which Panavision or any of its property is bound or
            to which it is subject;

      3.    Panavision 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 Panavision of this Letter Agreement has been duly authorized;



                                       2

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      4.    This Letter Agreement has been duly and validly executed and
            delivered by Panavision and constitutes the legal, valid and binding
            obligation of Panavision, enforceable against Panavision in
            accordance with its terms, except as such enforceability may be
            limited by (i) bankruptcy, insolvency, reorganization, moratorium,
            fraudulent conveyance, fraudulent transfer or similar laws of
            general applicability affecting the enforcement of creditors' rights
            and (ii) the application of general principles of equity (regardless
            of whether such enforceability is considered in a proceeding in
            equity or at law); and

      5.    The shares of Series B Preferred Stock being issued pursuant to this
            Letter Agreement have been duly authorized by all necessary
            corporate action on the part of Panavision, and the shares of Series
            B Preferred Stock being issued pursuant to this Letter Agreement
            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 Panavision.

            Upon delivery of the Notes and $10,000,000 in cash in exchange for
49,199 shares of Series B Preferred Stock, Panavision and Mafco shall execute
and deliver a cross receipt in the form attached hereto as Exhibit B.



                                       3

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            If you are in agreement with the foregoing, please so indicate by
signing the enclosed duplicate copy of this Letter Agreement.



                                             Very truly yours,

                                             MAFCO HOLDINGS INC.



                                             By: /S/ TODD J. SLOTKIN
                                                 -----------------------
                                             Name: Todd J. Slotkin
                                             Title: Executive Vice President and
                                                    Chief Financial Officer


ACCEPTED AND AGREED TO:

PANAVISION INC.



By: /S/ JOHN S. FARRAND
    -------------------------
Name: John S. Farrand
Title: President and
       Chief Executive Officer



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                                                                       EXHIBIT A
                                                                       ---------

                 SERIES B CUMULATIVE PAY-IN-KIND PREFERRED STOCK
                 -----------------------------------------------

Issuer.......................   Panavision Inc. (the "Company").

Security.....................   Shares of newly-issued Series B Cumulative
                                Pay-in-Kind Preferred Stock (the "Preferred
                                Stock").

Liquidation Preference.......   Per share liquidation preference equal to $49.5
                                million divided by the number of shares of
                                Preferred Stock initially issued.

Mandatory Redemption.........   None.

Optional Redemption..........   All or any portion of the outstanding Preferred
                                Stock may be redeemed by the Company at its
                                option at any time at a price per share equal to
                                the Liquidation Preference plus accrued and
                                unpaid dividends.

Dividends....................   Cumulative dividends at a rate of 10% per share
                                of Preferred Stock per annum (the "stated
                                dividend"), payable at the option of the Company
                                in cash, additional shares of Preferred Stock or
                                a combination thereof, quarterly on each
                                March 31, June 30, September 30 and December 31,
                                prior to the payment of any dividends in respect
                                of such quarter on junior securities.

Conversion Rights............   None.

Ranking......................   The Preferred Stock will rank, with respect to
                                dividend rights and rights upon liquidation,
                                winding up or dissolution, senior to the common
                                stock and Series A Preferred Stock of the
                                Company.

Voting Rights................   Non-voting.





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Merger, Consolidation and
Sale of Assets...............   The Company may not consolidate or merge with,
                                or sell, assign, transfer, lease, convey or
                                otherwise dispose of all or substantially all of
                                its assets (each such transaction is referred to
                                as a "Fundamental Transaction") to any person
                                unless (x) in the case of a consolidation or
                                merger, the Company is the surviving entity and
                                the Preferred Stock remains outstanding
                                following such transaction or (y) if the Company
                                is not the surviving entity, in the case of a
                                consolidation or merger, or is the transferor of
                                all or substantially all of its assets, the
                                transferee of assets or the surviving entity, as
                                the case may be, assumes the obligation to
                                exchange the Preferred Stock for securities of
                                such surviving entity or the Company, as the
                                case may be, having the same rights, powers and
                                preferences as the Preferred Stock had
                                immediately prior to such transaction; provided
                                that in the event of a Change of Control (as
                                defined in the Panavision Indenture), then the
                                holders of the Preferred Stock will receive an
                                amount in cash equal to the Liquidation
                                Preference of the Preferred Stock plus accrued
                                but unpaid dividends. The Company's obligation
                                to redeem the Preferred Stock pursuant to this
                                provision only becomes operative after the
                                Company has first complied with Section 4.08 of
                                the Panavision Indenture, including the purchase
                                of any Panavision Notes tendered pursuant
                                thereto.

Transfer Restrictions........   None.

Registration Rights..........   The holder of the Preferred Stock will have
                                unlimited demand and piggyback registration
                                rights with respect to the Preferred Stock, at
                                the Company's expense, in each case subject to
                                customary cutbacks and blackout periods.





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                                                                       EXHIBIT B
                                                                       ---------


                                  CROSS RECEIPT


         Panavision hereby acknowledges delivery of $37,726,000 principal amount
of 9 5/8% Senior Subordinated Discount Notes Due 2006 of Panavision and
$10,000,000 in cash in satisfaction of Mafco's obligations under the Letter
Agreement.


PANAVISION INC.


By:    /S/ JOHN S. FARRAND
    ---------------------------
Name: John S. Farrand
Title: President and
       Chief Executive Officer


         Mafco hereby acknowledges delivery 49,199 shares of Series B Cumulative
Pay-in-Kind Participating Preferred Stock of Panavision in satisfaction of
Panavision's obligations under the Letter Agreement.


MAFCO HOLDINGS INC.


By:    /S/ TODD J. SLOTKIN
    ---------------------------
    Name: Todd J. Slotkin
    Title: Executive Vice President and
           Chief Financial Officer