<PAGE>


                                                                     EXHIBIT 4.9

                                FOURTH AMENDMENT
                                ----------------

                  FOURTH AMENDMENT, dated as of June 14, 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"),
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)      Section 1.1 of the Credit Agreement is hereby amended by inserting
the following definitions in the appropriate alphabetical order:

              "DHD Ventures": DHD Ventures, LLC, a Delaware limited liability
     company formed by the Borrower and Sony Electronics Inc. to pursue the
     rental of digital cameras.

              "Earnout Payment": as defined in the EFILM Operating Agreement.

              "EFILM": EFILM, LLC, a Delaware limited liability company.

              "EFILM Agreements": collectively, the EFILM Operating Agreement,
     the EFILM Option Agreement and the Digital Laboratory Services Agreement,
     dated as of May 17, 2002, between the Borrower, Las Palmas, the other
     holder of Capital Stock of EFILM and EFILM.

              "EFILM Operating Agreement": the Operating Agreement, dated May
     17, 2002, between the Borrower, Las Palmas and the other holder of the
     Capital Stock of EFILM.

              "EFILM Option Agreement": the Option Agreement, dated as of May
     17, 2002, between the Borrower, Las Palmas and the other holder of Capital
     Stock of EFILM.



<PAGE>

              "Fourth Amendment Effective Date": the date on which the
     conditions to effectiveness set forth in Section 2.1 of the Fourth
     Amendment, dated as of June 14, 2002, to this Agreement were satisfied.

              "Initial EFILM Stock": as defined in Section 10.16.

              "Las Palmas": Las Palmas Productions, Inc., a California
     corporation.

              "M&F Worldwide": M&F Worldwide Corp., a Delaware corporation.

              "Note Option Agreement": that certain option agreement, dated
     April 1, 2002, among the Borrower and certain holders of the Senior
     Subordinated Notes, pursuant to which the Borrower has the option to
     acquire such Senior Subordinated Notes on the terms (including the payment
     of an option fee) set forth therein.

              "Stock Purchase Agreement": the Stock Purchase Agreement, dated
     July 2, 2001, between M&F Worldwide, Las Palmas and the selling
     shareholders named therein.

     (b)      Section 1.1 of the Credit Agreement is hereby further amended by
deleting the definitions of "Consolidated Net Income", "Consolidated Total
Debt", "Subsidiary Guarantor" and "Transaction Charges" in their respective
entireties and substituting in lieu thereof the following definitions:

              "Consolidated Net Income": for any fiscal period of the Borrower,
     the amount which, in conformity with GAAP, would be set forth opposite the
     caption "net income" (or any like caption) or "net loss" (or any like
     caption), as the case may be, on a consolidated statement of earnings of
     the Borrower and its Subsidiaries for such fiscal period; provided that
     there shall be excluded the income (or loss) of EFILM (or any predecessor
     operations), except to the extent that any such income is actually received
     by the Borrower or such Subsidiary in the form of dividends or similar
     distributions.

              "Consolidated Total Debt": at any date, the aggregate principal
     amount of all Indebtedness of the Borrower and its Subsidiaries at such
     date, determined on a consolidated basis in accordance with GAAP; provided
     that (a) Indebtedness of the types described in clause (j) of the
     definition of the term Indebtedness shall not be included for the purpose
     of calculating Consolidated Total Debt and (b) the Indebtedness described
     in Section 7.2(k) shall not be included for the purpose of calculating
     Consolidated Total Debt for, and only for, the first, second, third and
     fourth fiscal quarters of the Borrower's 2002 fiscal year.

              "Subsidiary Guarantor": each Subsidiary of the Borrower other than
     (a) any Foreign Subsidiary and (b) to the extent permitted by Section
     10.16, EFILM.

              "Transaction Charges": nonrecurring charges related to or arising
     out of (a) the transactions contemplated by the Recapitalization Agreement,
     the Stockholders Agreement and the Escrow Agreement, (b) the Third and
     Fourth Amendments to this Agreement and (c) fees and expenses incurred
     during the first and second quarters of 2002 in connection with a proposed
     refinancing and restructuring of this Agreement and the Senior Subordinated
     Notes and any charge associated with the Note Option Agreement.

     (c)      Section 1.1 of the Credit Agreement is hereby further amended by
inserting the following paragraphs immediately following clause (b)(viii) in the
definition of "Excess Cash Flow":

<PAGE>

              (ix)     the portion of any Earnout Payment referred to in
                       Section 7.8(l) that is reasonably estimated to arise
                       from the portion of Consolidated EBITDA attributable
                       to EFILM for such period; plus

              (x)      Transaction Charges payable in cash to the extent
                       included in Consolidated EBITDA for such period; plus

     (d)   Section 1.1 of the Credit Agreement is hereby further amended by
inserting the following phrase immediately following "during such period" at the
end of clause (c)(i) in the definition of "Excess Cash Flow": "(other than any
such Net Cash Proceeds that are not so applied pursuant to the second proviso to
Section 2.10(a))".

     1.2. Amendment to Section 2.7. Section 2.7 of the Credit Agreement is
hereby amended by (a) deleting the term "June 30, 2002" in paragraph (d) therein
and substituting in lieu thereof the following: "the Fourth Amendment Effective
Date" and (b) deleting the term "July 1, 2002" in paragraph (d) therein and
substituting in lieu thereof the following: "the Fourth Amendment Effective
Date".

     1.3. Amendment to Section 2.10(a). Section 2.10(a) of the Credit Agreement
is hereby amended by deleting the "." at the end thereof and substituting in
lieu thereof the following:

     ; provided, further, that, notwithstanding the foregoing, (x) up to
     $5,200,000 received by EFILM from the issuance of Capital Stock of EFILM in
     a transaction permitted by Section 7.5(c) shall not constitute Net Cash
     Proceeds received from a Net Proceeds Event for purposes of this Section
     2.10(a) and (y) if EFILM or any Subsidiary of EFILM receives any Net Cash
     Proceeds from any other Net Proceeds Events (other than any disposition
     permitted by Section 7.5(f)), such Net Cash Proceeds shall be deemed not to
     have been received by the Borrower or any of its Subsidiaries for purposes
     of this Section 2.10(a) except to the extent actually received by the
     Borrower or Las Palmas in the form of cash dividends or cash distributions.

     1.4. Amendment to Section 4.15(b). Section 4.15(b) of the Credit Agreement
is hereby amended in its entirety to read as follows:

              (b)     There are no outstanding subscriptions, options, warrants,
     calls, rights or other agreements or commitments (other than stock options
     granted under compensatory stock option plans and other than directors'
     qualifying shares) of any nature relating to any Capital Stock of the
     Borrower or any Subsidiary, except (i) under the Loan Documents and (ii) as
     set forth on Schedule 4.15(b).

     1.5. Amendment to Section 4.19(a). Section 4.19(a) of the Credit Agreement
is hereby amended by (a) inserting "(x)" immediately after the word "except" in
the penultimate line thereof and (b) inserting the following phrase immediately
following the term "Section 7.3" in the last line thereof: "and (y) in the case
of Capital Stock of EFILM, to the extent permitted by Sections 7.3(q) and
7.3(r)".

     1.6. Amendments to Section 6.9.

     (a)   Section 6.9(a) of the Credit Agreement is hereby amended by (i)
deleting the term "and" immediately preceding clause (y) therein and
substituting "," in lieu thereof and (ii) inserting the following phrase
immediately following the term "Section 7.3(g)" therein: "and (z) as
contemplated by the second sentence of Section 10.16".

<PAGE>

     (b)   Section 6.9(b) of the Credit Agreement is hereby amended by inserting
the following phrase immediately following the term "Section 7.3(g)" therein:
"and other than as contemplated by the second sentence of Section 10.16".

     (c)   Section 6.9(c) of the Credit Agreement is hereby amended by inserting
the following phrase in clause (iii) thereof immediately following the phrase
"cause such new Subsidiary": "(other than, to the extent contemplated by the
second sentence of Section 10.16, EFILM or any Subsidiary of EFILM)".

     (d)   Section 6.9(d) of the Credit Agreement is hereby amended by inserting
the following parenthetical therein immediately following the phrase "or any of
its Domestic Subsidiaries": "other than, to the extent contemplated by the
second sentence of Section 10.16, EFILM or any Subsidiary of EFILM)".

     1.7. Amendments to Section 7.2.

     (a)   Section 7.2(b) of the Credit Agreement is hereby amended by inserting
the following phrase immediately following the term "Subsidiary Guarantor"
contained in clause (ii) therein: "(other than EFILM)".

     (b)   Section 7.2 of the Credit Agreement is hereby amended by (i) deleting
the term "and" at the end of paragraph (i) thereof, (ii) deleting the "." at the
end of paragraph (j) thereof and substituting ";" in lieu thereof and (iii)
adding the following paragraphs at the end thereof:

           (k)    a subordinated note, in form and substance reasonably
     satisfactory to the Administrative Agent, in an aggregate principal amount
     not to exceed $6,700,000 on the date of issuance, issued by the Borrower to
     M&F Worldwide as consideration for the acquisition of Las Palmas, provided
     that in no event shall (i) such Indebtedness require any payments of
     principal or cash interest thereon prior to the date that is six months
     after the final maturity of the Tranche B Term Loans and (ii) M&F Worldwide
     assign such subordinated note to any Person other than an Affiliate of M&F
     Worldwide; and

           (l)    so long as no Default or Event of Default shall have occurred
     and be continuing, or would result therefrom, Indebtedness of EFILM to (i)
     the Borrower or a Wholly Owned Subsidiary Guarantor; provided that the
     aggregate outstanding principal amount of all such Indebtedness permitted
     by this clause (l)(i), when added together with the amount of investments
     made pursuant to Section 7.8(n) and then outstanding, does not exceed
     $3,000,000 at any one time outstanding or (ii) any other holder of Capital
     Stock of EFILM, provided that (x) any Indebtedness issued under this clause
     (l)(ii) is issued substantially contemporaneously with Indebtedness issued
     under clause (l)(i) and (y) the aggregate principal amount of any
     Indebtedness so issued under this clause (l)(ii) shall not exceed at the
     time of issuance an amount of Indebtedness in proportion to such holder's
     equity interest in EFILM at such time.

     1.8. Amendments to Section 7.3. Section 7.3 of the Credit Agreement is
hereby amended by (a) deleting the term "and" at the end of paragraph (o)
thereof, (b) deleting the "." at the end of paragraph (p) thereof and
substituting ";" in lieu thereof and (c) adding the following paragraphs at the
end thereof:

           (q)    Liens in the nature of options granted to the other holder of
     Capital Stock of EFILM in respect of up to 29% of the Capital Stock of
     EFILM;

<PAGE>

           (r)    any rights of first offer or first refusal granted by the
     Borrower or Las Palmas to the other holder of Capital Stock of EFILM in
     respect of the Capital Stock of EFILM owned by the Borrower or Las Palmas
     contained in the documents governing the relationship of the holders of the
     Capital Stock of EFILM and any other rights granted to the other holder of
     the Capital Stock of EFILM substantially on the terms set forth in the
     EFILM Agreements and any material modifications thereto that are reasonably
     satisfactory to the Administrative Agent; and

           (s)    Liens on the assets of EFILM to secure Indebtedness of EFILM
     permitted by Section 7.2(l).

     1.9. Amendments to Section 7.5. Section 7.5 of the Credit Agreement is
hereby amended by (a) deleting the term "and" at the end of paragraph (b)
thereof and (b) deleting paragraph (c) in its entirety and substituting in lieu
thereof the following paragraphs:

           (c)    the issuance by EFILM of up to 20% of the Capital Stock of
     EFILM to the other holder of Capital Stock of EFILM substantially on the
     terms set forth in the EFILM Operating Agreement and any material
     modifications thereto that are reasonably satisfactory to the
     Administrative Agent for $5,000,000 payable in cash on the date of such
     issuance plus $200,000 payable in cash within 90 days of such issuance;

           (d)    the Disposition by Las Palmas of its post production business
     and the disposition by the Borrower of its assets exclusively related to
     such business, in each case to EFILM upon the issuance of consideration
     solely consisting of (i) up to 80% of the Capital Stock of EFILM to the
     Borrower or Las Palmas or pursuant to Section 7.8(l)(ii) and (ii) the
     assumption by EFILM of (x) the obligation to make Earnout Payments under
     the Stock Purchase Agreement and (y) all liabilities exclusively related to
     such business;

           (e)    the issuance by the Borrower or Las Palmas to the other holder
     of Capital Stock of EFILM of options in respect of up to 29% of the Capital
     Stock of EFILM substantially upon the terms set forth in the EFILM Option
     Agreement and any material modifications thereto that are reasonably
     satisfactory to the Administrative Agent;

           (f)    the Disposition by the Borrower or Las Palmas to the other
     holder of Capital Stock of EFILM of up to 29% of the Capital Stock of EFILM
     upon the exercise by such holder of the options described in Section
     7.5(e), provided that (i) the exercise price in respect of such options is
     payable solely in cash on the date of exercise and (ii) the requirements of
     Section 2.10(a) are complied with in connection therewith;

           (g)    the Disposition of other assets having a fair market value not
     to exceed $5,000,000 in the aggregate, provided that the requirements of
     Section 2.10(a) are complied with in connection therewith; and

           (h)    Dispositions resulting from the exercise of rights
     contemplated by Section 7.3(r).

     1.10. Amendments to Section 7.6. Section 7.6 of the Credit Agreement is
hereby amended by (a) deleting the term "or" at the end of clause (i) thereof
and substituting "," in lieu thereof and (b) deleting the "." at the end thereof
and substituting in lieu thereof the following:

     and (iii) EFILM may make Restricted Payments to the holders of its Capital
     Stock ratably in accordance with their respective ownership interests;
     provided, that no such Restricted Payment

<PAGE>

     may be made by EFILM in accordance with this clause (iii) at any time that
     any Indebtedness permitted by Section 7.2(l) is outstanding.

     1.11. Amendment to Section 7.7. Section 7.7 of 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).; provided that (i) with respect
     to clause (a) above, in no event shall Capital Expenditures of EFILM, or by
     the Borrower or any other Subsidiary in respect of EFILM made pursuant to
     such clause (a), exceed $4,500,000 for the 2002 fiscal year of the
     Borrower, $4,000,000 for the 2003 fiscal year of the Borrower and
     $5,000,000 in each fiscal year of the Borrower thereafter, (ii) Capital
     Expenditures made by EFILM with cash received pursuant to Section 7.5(c)
     shall not be included in determining compliance with, and shall be
     permitted without regard to, any of the limitations set forth in clause (a)
     or (i) above, and (iii) with respect to clauses (b) and (c) above, Capital
     Expenditures made in respect of EFILM with the proceeds of a Recovery Event
     or with the proceeds of any Dispositions of Property by the Borrower or any
     of its Subsidiaries pursuant to Section 7.5(a)(i) shall only be permitted
     under such clauses (b) and (c) to the extent that such Recovery Event or
     Disposition of Property specifically relates to EFILM property.

     1.12. Amendments to Section 7.8. Section 7.8 of the Credit Agreement is
hereby amended by (a) adding the term "other than EFILM" immediately after the
term "Subsidiary Guarantor" in clause (ii) of paragraph (g) thereof, (b)
deleting the term "and" at the end of paragraph (i) thereof, (c) deleting the
"." at the end of paragraph (j) thereof and inserting in lieu thereof: ";", and
(e) adding the following paragraphs at the end thereof:

           (k)    the acquisition by the Borrower of all of the issued and
     outstanding Capital Stock of Las Palmas for aggregate consideration not in
     excess of $6,700,000, plus the assumption of any Earnout Payment
     obligations under the Stock Purchase Agreement;

           (l)    investments made by Las Palmas in EFILM consisting of its post
     production business and investments made by the Borrower (directly or
     through Las Palmas) in EFILM consisting of (i) its assets, which may
     include cash, in the amount of $7,000,000 (with such assets to be measured
     by their fair market value at the time of the investment) and liabilities
     (including its obligations to make Earnout Payments under the Stock
     Purchase Agreement) exclusively related to such business upon the issuance
     of up to 80% of the Capital Stock of EFILM to the Borrower or Las Palmas
     and (ii) up to an additional $800,000 of assets related to such business or
     cash within 90 days of such issuance;

           (m)    so long as no Default or Event of Default shall have occurred
     and be continuing, or would result therefrom, additional capital
     contributions to or equity investments by Las Palmas in EFILM to fund any
     Earnout Payments referred to in Section 7.8(l);

           (n)    other investments (by way of capital contribution, loan or
     otherwise) by the Borrower or any of its Subsidiaries in EFILM (and,
     without duplication, by EFILM in any other

<PAGE>

     Person) or DHD Ventures, which when added together with the aggregate
     principal amount of Indebtedness incurred pursuant to Section 7.2(l)(i) and
     then outstanding, do not exceed $3,000,000 in the aggregate at any one time
     outstanding (such investments to be measured by their fair market value at
     the time of the investment); and

           (o)    investments resulting from the exercise of rights contemplated
     by Section 7.3(r).

     1.13. Amendments to Section 7.13. Section 7.13 of the Credit Agreement is
hereby amended by (a) deleting the term "and" at the end of clause (b) thereof
and substituting "," in lieu thereof and (b) deleting the ";" at the end of
clause (c) thereof and substituting in lieu thereof the following:

     and (d) once 20% of the Capital Stock of EFILM has been disposed of in a
     transaction permitted by Section 7.5(c), the documents governing the
     relationship among the holders of the Capital Stock of EFILM and any
     agreement relating to the Indebtedness of EFILM permitted by Section 7.2(l)
     (in which case any prohibition or limitation shall only be effective
     against the assets of EFILM or its Subsidiaries);

     1.14. Amendments to Section 7.14. Section 7.14 of the Credit Agreement is
hereby amended by (a) deleting the term "or" at the end of clause (ii) thereof
and substituting "," in lieu thereof and (b) deleting the "." at the end of
clause (iii) thereof and substituting in lieu thereof the following:

     or (iv) once 20% of the Capital Stock of EFILM has been disposed of in a
     transaction permitted by Section 7.5(c), the documents governing the
     relationship among the holders of the Capital Stock of EFILM and any
     agreement relating to the Indebtedness of EFILM permitted by Section 7.2(l)
     (in which case any prohibition or limitation shall only be effective
     against the assets of EFILM or its Subsidiaries).

     1.15. Amendment to Section VIII. Section VIII of the Credit Agreement is
hereby amended by (a) inserting the word "or" at the end of paragraph (n)
thereof and (b) adding the following new paragraph (o) immediately after
paragraph (n):

           (o)(i) the Borrower shall fail to satisfy or assign its obligation
     to pay the option fee payable pursuant to the Note Option Agreement in
     either of the following ways on or before the date on which such fee is due
     as set forth in the Note Option Agreement as in effect on the Fourth
     Amendment Effective Date or such later date to which such due date may be
     extended as a result of an amendment to the Note Option Agreement: (x) by
     paying such fee (either in the amount set forth in the Note Option
     Agreement as in effect on the Fourth Amendment Effective Date or in such
     lesser amount to which such fee may be reduced as a result of an amendment
     to the Note Option Agreement) out of the proceeds of cash received by the
     Borrower from one or more Persons (other than any Subsidiary of the
     Borrower) in an aggregate amount equal to such payment in exchange solely
     for shares of newly issued common stock or perpetual preferred stock of the
     Borrower; or (y) by assigning the rights and obligations of the Borrower,
     including the obligation to pay such fee, to one or more Persons (other
     than any Subsidiary of the Borrower) who shall expressly assume all of such
     obligations; it being understood that any assignment or amendment referred
     to in this paragraph (o) shall not be prohibited by any other provision of
     this Agreement;

     1.16. Amendment to Section 10.16. Section 10.16 of the Credit Agreement is
hereby amended by adding the following sentence at the end of such Section:

<PAGE>

     For the avoidance of doubt and notwithstanding anything to the contrary
     contained in any Loan Document, it is understood and agreed that once 20%
     of the Capital Stock of EFILM has been disposed of in a transaction
     permitted by Section 7.5(c) (the "Initial EFILM Stock"), (a) EFILM shall
     automatically be released from its Guarantee Obligations under the
     Guarantee and Collateral Agreement, (b) the Initial EFILM Stock and all
     Collateral transferred to or otherwise owned by EFILM shall be
     automatically released from the Lien created by the Guarantee and
     Collateral Agreement, (c) Sections 6.9(a), 6.9(b), 6.9(c) and 6.9(d) shall
     not at any time thereafter apply to EFILM or any Subsidiary of EFILM and
     (d) the remaining Capital Stock of EFILM owned by the Borrower or any of
     its Subsidiaries shall continue to be subject to the Lien in favor of the
     Administrative Agent created by the Guarantee and Collateral Agreement
     (provided that, with respect to any such Capital Stock that is disposed of
     in a transaction permitted by Section 7.5(f), such Capital Stock shall
     automatically be released from such Lien). The Administrative Agent shall,
     at the expense of the Borrower, take such action as the Borrower or EFILM
     reasonably may request to evidence such releases.

     1.17. Schedule 4.15(b). The Credit Agreement is hereby amended by adding as
Schedule 4.15(b) thereto the document attached to this Amendment as Schedule
4.15(b).


                            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; and

           (b)    the Administrative Agent shall have received (i) for the
     account of each Lender executing this Amendment, an amendment fee equal to
     0.10% of the sum of each such Lender's Revolving Credit Commitment and Term
     Loans then outstanding and (ii) for the account of each Lender, the fees
     payable pursuant to Section 2.7(d) of the Agreement, as in effect after
     giving effect to this Amendment.

     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,
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.

     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

<PAGE>

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 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.

     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 Fourth
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/ KENNETH KRAINMAN
                                   --------------------------------------------
                                  Name:  Kenneth Krainman
                                  Title: Controller and Assistant Secretary



                                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


<PAGE>

                                Archimedes Funding I, Ltd
                                By:      ING Capital Advisors, Inc.
                                         as Collateral Manager

                                By:  /s/ JANE MUSSER NELSON
                                   --------------------------------------------
                                   Name:  Jane Musser Nelson
                                   Title: Managing Director


                                Archimedes Funding III, Ltd
                                By:      ING Capital Advisors, Inc.
                                         as Collateral Manager

                                By:  /s/ JANE MUSSER NELSON
                                   --------------------------------------------
                                   Name:  Jane Musser Nelson
                                   Title: Managing Director


                                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 H. MARSHAK
                                   --------------------------------------------
                                   Name:  Andrew H. Marshak
                                   Title: Authorized Signatory


                                Debt Strategies Fund, Inc.

                                By:  /s/ SAVITRI ALEX
                                   --------------------------------------------
                                   Name:  Savitri Alex
                                   Title: Authorized Signatory


                                First Dominion Funding I

                                By:  /s/ ANDREW H. MARSHAK
                                   --------------------------------------------
                                   Name:  Andrew H. Marshak
                                   Title: Authorized Signatory


<PAGE>


                                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


                                Galaxy CLO 1999-1 Ltd

                                By:  /s/ THOMAS G. BRANDT
                                   --------------------------------------------
                                   Name:  Thomas G. Brandt
                                   Title: Managing Director


                                General Electric Capital Corporation
                                (Acting through its Commercial Finance Bank
                                Loan Group)

                                By:  /s/ JANET K. WILLIAMS
                                   --------------------------------------------
                                   Name:  Janet K. Williams
                                   Title: Duly Authorized Signatory


                                General Electric Capital Corporation

                                By:  /s/ SUSAN TIMMERMAN
                                   --------------------------------------------
                                   Name:  Susan Timmerman
                                   Title: Sr. Risk Manager


                                ING Prime Rate Trust
                                By:      ING Investments, LLC
                                         as its Investment Manager

                                By:  /s/ BRIAN S. HORTON
                                   --------------------------------------------
                                   Name:  Brian S. Horton
                                   Title: Vice President

<PAGE>

                                KZH Crescent - 2 LLC

                                By:  /s/ VIRGINIA CONWAY
                                   --------------------------------------------
                                   Name:  Virginia Conway
                                   Title: Authorized Agent


                                KZH Soleil LLC

                                By:  /s/ VIRGINIA CONWAY
                                   --------------------------------------------
                                   Name:  Virginia Conway
                                   Title: Authorized Agent


                                Merrill Lynch Senior Floating Rate Fund, Inc.

                                By:  /s/ SAVITRI ALEX
                                   --------------------------------------------
                                   Name:  Savitri Alex
                                   Title: Authorized Signatory


                                Mizuho Corporate Bank, Ltd.

                                By:  /s/ JOHN DOYLE
                                   --------------------------------------------
                                   Name:  John Doyle
                                   Title: Senior 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


                                Morgan Stanley Prime Income Trust

                                By:  /s/ SHEILA A. FINNERTY
                                   --------------------------------------------
                                   Name:  Sheila A. Finnerty
                                   Title: Executive Director

<PAGE>

                                Natexis Banques Populaires

                                By:  /s/ FRANK H. MADDEN
                                   --------------------------------------------
                                   By:    Frank H. Madden
                                   Title: Vice President & Group Manager

                                By:  /s/ CHRISTIAN GIORDANO
                                   --------------------------------------------
                                   Name:    Christian Giordano
                                   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.,
                                         its Investment Manager

                                By:  /s/ BRIAN KRIFTCHER
                                   --------------------------------------------
                                   Name:  Brian Kriftcher
                                   Title: Principal


                                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 LENGA
                                   --------------------------------------------
                                   Name:  William Lenga
                                   Title: Vice President


<PAGE>


                                Van Kampen Prime Rate Income Trust
                                By:      Van Kampen Investment Advisory Corp.

                                By:  /s/ CHRISTINA JAMIESON
                                   --------------------------------------------
                                   Name:  Christina Jamieson
                                   Title: Vice President


                                Van Kampen Senior Floating Rate 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/ CHRISTINA JAMIESON
                                   --------------------------------------------
                                   Name:  Christina Jamieson
                                   Title: Vice President


<PAGE>


                  THE UNDERSIGNED GUARANTORS HEREBY CONSENT AND AGREE TO THE
FOREGOING FOURTH AMENDMENT AS OF THE DATE HEREOF.

                                PANAPAGE ONE LLC

                                By:  /s/ KENNETH KRAINMAN
                                   --------------------------------------------
                                  Name:     Kenneth Krainman
                                  Title:    Controller and Assistant Secretary


                                PANAPAGE TWO LLC

                                By:  /s/ KENNETH KRAINMAN
                                   --------------------------------------------
                                  Name:     Kenneth Krainman
                                  Title:    Controller and Assistant Secretary


                                PANAPAGE CO. LLC

                                By:  /s/ KENNETH KRAINMAN
                                   --------------------------------------------
                                  Name:     Kenneth Krainman
                                  Title:    Controller and Assistant Secretary


                                PANAVISION INTERNATIONAL, L.P.
                                By:  Panavision Inc., its General Partner


                                By:  /s/ KENNETH KRAINMAN
                                   --------------------------------------------
                                  Name:     Kenneth Krainman
                                  Title:    Controller and Assistant Secretary


                                PANAVISION U.K. HOLDINGS, INC.

                                By:  /s/ KENNETH KRAINMAN
                                   --------------------------------------------
                                  Name:     Kenneth Krainman
                                  Title:    Controller and Assistant Secretary


                                PANAVISION REMOTE SYSTEMS, INC.

                                By:  /s/ KENNETH KRAINMAN
                                   --------------------------------------------
                                  Name:     Kenneth Krainman
                                  Title:    Controller and Assistant Secretary





<PAGE>


                                                                SCHEDULE 4.15(B)

   OUTSTANDING SUBSCRIPTIONS, OPTIONS, WARRANTS AND OTHER AGREEMENTS REFERRED
                  TO IN SECTION 4.15(b) OF THE CREDIT AGREEMENT

Rights and obligations relating to the Capital Stock of EFILM set forth in the
EFILM Operating Agreement and the EFILM Option Agreement