<PAGE>

                                                         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:

<TABLE>
<CAPTION>
                                                              Alternate Base Rate            Eurodollar
                                                                      Loans                    Loans
                                                                      -----                    -----
<S>                                                           <C>                            <C>
                    Revolving Credit Loans                            3.75%                    4.75%
                    Tranche A Term Loans                              3.75%                    4.75%
                    Tranche B Term Loans                              4.00%                    5.00%
</TABLE>

                  (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"


<PAGE>

                                                                            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.
                           ---------------------------------
<TABLE>
<CAPTION>
                                                                                            Consolidated Total
                       Period                                                                 Leverage Ratio
                       ------                                                                 --------------
<S>                                                                                        <C>
                       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
</TABLE>

                  (b)      Consolidated Interest Coverage Ratio.
                           ------------------------------------

<TABLE>
<CAPTION>
                      Fiscal Quarter                                  Consolidated Interest Coverage Ratio
                      --------------                                  ------------------------------------
<S>                                                                   <C>
                      December 31, 2003                                              2.00 to 1.00
                      March 31, 2004 and each quarter thereafter                     2.50 to 1.00
</TABLE>

                  (c)      Consolidated EBITDA.
                           -------------------

<TABLE>
<CAPTION>
                      Fiscal Quarter                                               Amount
                      --------------                                               ------
<S>                                                                               <C>
                      September 30, 2003                                           $57,750,000
                      December 31, 2003                                            $55,000,000
                      March 31, 2004 and each quarter thereafter                   $65,000,000
</TABLE>

<PAGE>

                                                                              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,



<PAGE>


                                                                           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]



<PAGE>




                  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


<PAGE>


           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



<PAGE>




           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


<PAGE>


           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

<PAGE>

           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


<PAGE>


           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



<PAGE>



           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





<PAGE>


           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




<PAGE>

     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



<PAGE>



           LAS PALMAS PRODUCTIONS, INC.

           By:      /S/ ERIC W. GOLDEN
              ------------------------
              Name:  Eric W. Golden
              Title:  Executive Vice President and General Counsel