<PAGE>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM 10-Q

(MARK ONE)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
         OF THE SECURITIES EXCHANGE ACT OF 1934

         FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
         THE SECURITIES EXCHANGE ACT OF 1934

      FOR THE TRANSITION PERIOD FROM _________________ TO _________________

                        Commission file number: 001-12391

                            ------------------------

                                 PANAVISION INC.
             (Exact name of Registrant as specified in its charter)

                 DELAWARE                                 13-3593063
------------------------------------------      -------------------------------
     (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                 Identification No.)

           6219 DE SOTO AVENUE
        WOODLAND HILLS, CALIFORNIA                          91367
------------------------------------------      -------------------------------
 (Address of principal executive offices)                 (Zip code)

                                 (818) 316-1000

                Registrant's telephone number including area code

-------------------------------------------------------------------------------

     INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES |X| NO |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES
OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.

     As of May 14, 2002, there were 8,769,919 shares of Panavision Inc. Common
Stock outstanding.


<PAGE>

                                 PANAVISION INC.

                     INDEX TO QUARTERLY REPORT ON FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2002

<TABLE>
<CAPTION>
<S>                                                                                                  <C>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Consolidated Statements of Operations...............................................3

         Condensed Consolidated Balance Sheets.........................................................4

         Condensed Consolidated Statements of Cash Flows...............................................5

         Notes to Condensed Consolidated Financial Statements..........................................6

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations........11


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings............................................................................16

Item 2.  Changes in Securities........................................................................16

Item 3.  Defaults Upon Senior Securities..............................................................16

Item 4.  Submission of Matters to a Vote of Security Holders..........................................16

Item 5.  Other Information............................................................................16

Item 6.  Exhibits and Reports on Form 8-K.............................................................16


SIGNATURES............................................................................................17
</TABLE>






                                       2
<PAGE>

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

     The financial information herein and management's discussion thereof,
include consolidated data for Panavision Inc. ("Registrant" or "Panavision") and
its subsidiaries. Registrant and its subsidiaries are sometimes herein referred
to collectively as the "Company".

                                 PANAVISION INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)



                                                       POST-M&F       PRE-M&F
                                                       PURCHASE       PURCHASE
                                                      ----------     ----------
                                                         FIRST QUARTER ENDED
                                                              MARCH 31,
                                                         2002            2001
                                                      ----------     ----------
Camera rental                                         $  29,736      $   37,047
Lighting rental....................................       7,563           7,896
Sales and other....................................       8,282           8,869
                                                      ----------     ----------
Total rental revenue and sales.....................      45,581          53,812
Cost of camera rental..............................      14,988          14,992
Cost of lighting rental............................       6,212           6,899
Cost of sales and other............................       5,256           4,772
                                                      ----------     ----------
Gross margin.......................................      19,125          27,149
Selling, general and administrative expenses.......      12,993          14,257
Research and development expenses..................       1,142           1,569
                                                      ----------     ----------
Operating income...................................       4,990          11,323
Interest income....................................          62             260
Interest expense...................................      (8,465)        (12,198)
Foreign exchange loss..............................        (365)           (925)
Other, net.........................................          (4)            841
                                                      ----------     ----------
Loss before income taxes...........................      (3,782)           (699)
Income tax benefit (provision).....................         478            (653)
Net loss...........................................   $  (3,304)     $   (1,352)
                                                      ----------     ----------
Net loss per share - basic and diluted.............   $   (0.38)     $    (0.15)
                                                      ==========     ===========
Shares used in computation - basic and diluted.....       8,770           8,770


                             See accompanying notes.




                                       3
<PAGE>

                                 PANAVISION INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                     POST-M&F PURCHASE
                                                                         --------------------------------------------
                                                                             MARCH 31, 2002      DECEMBER 31, 2001
                                                                         --------------------  ----------------------
                                ASSETS                                        (UNAUDITED)
<S>                                                                        <C>                     <C>
Current assets:
   Cash and cash equivalents..........................................      $       2,640           $       2,048
   Accounts receivable (net of allowance of $1,415 and $1,414)........             27,454                  23,735
   Inventories........................................................             10,013                  10,136
   Prepaid expenses...................................................              4,123                   2,919
   Other current assets...............................................              1,260                     903
                                                                            -------------           -------------
Total current assets..................................................             45,490                  39,741

Property, plant and equipment, net....................................            230,961                 233,678
Goodwill, net.........................................................            248,256                 248,125
Patents and trademarks, net...........................................             66,715                  66,662
Other assets..........................................................             14,197                  13,010
                                                                            -------------           -------------
Total assets..........................................................      $     605,619           $     601,216
                                                                            =============           =============

                 LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable...................................................      $       8,099           $       8,301
   Accrued liabilities................................................             17,298                  16,512
   Due to affiliates..................................................                 24                   1,705
   Current maturities of long-term debt...............................             25,943                  23,680
                                                                            -------------           -------------
Total current liabilities.............................................             51,364                  50,198

Long-term debt........................................................            454,725                 448,623
Deferred tax liabilities..............................................             24,453                  24,406
Other liabilities.....................................................              2,866                   2,664

Commitments and Contingencies
Stockholders' equity:
   Series A Non-Cumulative Perpetual Participating Preferred Stock,
     $0.01 par value; 2,000 shares authorized; 1,382 shares issued
     and outstanding at March 31, 2002 and December 31, 2001
     (liquidation preference of $1,382 plus declared and unpaid
     dividends).......................................................                 14                      14
   Common Stock, $0.01 par value; 50,000 shares authorized;
     8,770 shares issued and outstanding at March 31, 2002 and
     December 31, 2001................................................                 88                      88
   Additional paid-in capital.........................................            187,151                 187,151
   Revaluation capital................................................            333,199                 333,135
   Accumulated deficit................................................           (436,264)               (432,960)
   Accumulated other comprehensive loss...............................            (11,977)                (12,103)
                                                                            -------------           -------------
Total stockholders' equity............................................             72,211                  75,325
                                                                            -------------           -------------
Total liabilities and stockholders' equity............................      $     605,619           $     601,216
                                                                            =============           =============
</TABLE>

                             See accompanying notes.





                                       4
<PAGE>

                                 PANAVISION INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                POST-M&F                 PRE-M&F
                                                                PURCHASE                PURCHASE
                                                          --------------------   --------------------
                                                                      THREE MONTHS ENDED
                                                                           MARCH 31,
                                                                  2002                    2001
                                                          --------------------   --------------------
<S>                                                         <C>                    <C>
OPERATING ACTIVITIES
Net loss................................................    $      (3,304)         $      (1,352)
Adjustments to derive net cash provided by operating
activities:
     Depreciation and amortization......................           10,488                  9,525
     Gain on sale of property and equipment.............              (88)                  (752)
     Amortization of discount on subordinated notes.....            1,480                  4,699
     Changes in operating assets and liabilities:
       Accounts receivable..............................           (3,719)                   917
       Inventories......................................              123                    151
       Prepaid expenses and other current assets........           (1,561)                  (796)
       Accounts payable.................................             (202)                  (713)
       Accrued liabilities..............................              786                 (4,320)
       Due to affiliates................................           (1,681)                     -
     Other, net.........................................             (681)                  (749)
                                                          --------------------   --------------------
Net cash provided by operating activities...............            1,641                  6,610

INVESTING ACTIVITIES
Capital expenditures....................................           (7,216)                (9,269)
Proceeds from dispositions of fixed assets..............              179                    805
                                                          --------------------   --------------------
Net cash used in investing activities...................           (7,037)                (8,464)

FINANCING ACTIVITIES
Borrowings under notes payable and credit agreement.....           13,026                  6,700
Repayments of notes payable and credit agreement........           (6,023)                (5,331)
Deferred financing costs................................           (1,033)                     -
                                                          --------------------   --------------------
Net cash provided by financing activities...............            5,970                  1,369
Effect of exchange rate changes on cash.................               18                   (298)
                                                          --------------------   --------------------
Net increase (decrease) in cash and cash equivalents....              592                   (783)
Cash and cash equivalents at beginning of period........            2,048                  4,981
                                                          --------------------   --------------------
Cash and cash equivalents at end of period..............    $       2,640          $       4,198
                                                          ====================   ====================

SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid during the period.........................    $       4,801          $       7,624
Income taxes paid during the period.....................    $         693          $         899
</TABLE>




                             See accompanying notes.



                                       5
<PAGE>

                                 PANAVISION INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   BASIS OF PREPARATION

     The Company is a majority-owned subsidiary of M&F Worldwide Corp. ("M&F
Worldwide") which, as a result of its acquisition of the Company's Common Stock
as described below, is a majority-owned indirect subsidiary of Mafco Holdings
Inc. ("Mafco Holdings").

     On April 19, 2001, M&F Worldwide and PX Holding Corporation ("PX Holding"),
a wholly owned subsidiary of Mafco Holdings, announced that, pursuant to a stock
purchase agreement, M&F Worldwide had purchased all 7,320,225 shares (the
"Purchased Shares") of the Company's Common Stock held by PX Holding (the "M&F
Purchase"). The Purchased Shares constituted approximately 83.5% of the
Company's then outstanding Common Stock. As a result of the purchase, Mafco
Holdings increased its indirect interest in M&F Worldwide to a majority
position.

     M&F Worldwide accounted for the M&F Purchase as a purchase, and purchase
accounting adjustments have been pushed down to the Panavision financial
statements for the period subsequent to April 19, 2001 (designated "Post-M&F
Purchase"). The Panavision financial statements for the periods ended prior to
April 19, 2001 were prepared using Panavision's historical basis of accounting
and are designated as "Pre-M&F Purchase." As a result, such information is not
comparable.

     In connection with the M&F Purchase, the carrying values of Panavision's
assets and liabilities were changed to reflect the fair values of the assets and
liabilities as of the acquisition date to the extent of M&F Worldwide's 83.5%
controlling interest. The remaining 16.5% is accounted for at Panavision's
historical basis.

     As a result of the purchase price allocation, for assets and liabilities
representing 83.5% of the totals, the following adjustments were recorded as of
the acquisition date to adjust the historical carrying values (in thousands).

                                                                     INCREASE
                                                                    (DECREASE)
                                                                    ----------
Property, plant and equipment ................................    $    40,783
Goodwill .....................................................        260,070
Tradename ....................................................         68,612
Other ........................................................         (2,838)
Long-term debt ...............................................          3,847
Deferred tax assets...........................................         15,553
Deferred tax liabilities......................................         45,134

     The purchase price allocation is preliminary and is subject to adjustment
with respect to the fair value of $37.7 million principal amount of 9 5/8%
Senior Subordinated Notes Due 2006 (the "Existing Notes"), due to uncertainty
regarding the outcome of pending litigation relating to the M&F Purchase.



                                       6

<PAGE>

                                 PANAVISION INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   BASIS OF PREPARATION (CONTINUED)

     Certain shareholders of M&F Worldwide brought suits against M&F Worldwide
and its directors challenging the M&F Purchase as an alleged breach of fiduciary
duty and seeking, among other things, rescission of the transaction. One of the
shareholders dismissed his lawsuit pursuant to a settlement. The Company
understands that the defendants and certain of the plaintiffs to the remaining
litigation reached a settlement of these claims, which the court hearing the
suits declined to approve at a hearing held on May 13, 2002. The court indicated
a willingness to consider a revised settlement proposal on an expedited basis,
absent which it expressed a desire to resume trial of the matter in the summer
of 2002.

     The accompanying condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions for
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. The results of
operations for interim periods are not necessarily indicative of the results
that may be expected for the fiscal year. The condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and accompanying notes included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2001. All terms used but not defined
elsewhere herein have the meaning ascribed to them in the Company's 2001 Annual
Report on Form 10-K.

     The condensed consolidated financial statements include the accounts of
Panavision and its majority-owned subsidiaries. All significant intercompany
amounts and transactions have been eliminated.

     Certain amounts in previously issued financial statements have been
reclassified to conform to the 2002 presentation.

2.   INVENTORIES

     Inventories consist of the following (in thousands):

                                            MARCH 31, 2002    DECEMBER 31, 2001
                                           ----------------  -------------------
                                              (UNAUDITED)

         Finished goods..................     $    2,078           $    2,242
         Work-in-process.................            225                  162
         Component parts.................          1,615                1,583
         Spare parts and supplies........          1,659                2,027
         Goods purchased for resale......          4,436                4,122
                                           ----------------  -------------------
                                              $   10,013           $   10,136
                                           ================  ===================

                                       7

<PAGE>

                                 PANAVISION INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


3.   USE OF ESTIMATES AND ASSUMPTIONS

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes, including the collectibility of receivables
and the realizability of assets such as fixed assets and deferred taxes. Actual
results could differ from such estimates.

4.   LONG-TERM DEBT

     On March 15, 2002, the Company amended its Existing Credit Agreement to,
among other things, revise certain of the financial tests and required ratios
that the Company must maintain through December 31, 2002 (the "March
Amendment"). In connection with the March Amendment, the Company agreed with the
lenders under the Existing Credit Agreement to pay the lenders a fee equal to 1%
of the amount of the Existing Credit Agreement if the Company does not reduce
amounts outstanding under the Existing Credit Agreement by $100.0 million before
June 30, 2002. Under the Existing Credit Agreement, as amended, it is an event
of default if the Company does not receive $10.0 million in cash equity in
exchange for shares of the Company's Common Stock or Series A Non-Cumulative
Perpetual Participating Preferred Stock ("Perpetual Preferred Stock") by June
30, 2002 or it does not apply such amount, promptly after receiving it, as an
optional pre-payment of the revolving credit facility. The Company currently
expects that it will receive such a cash contribution from an affiliate unless
the Existing Credit Agreement is terminated or amended to remove this event of
default prior to June 30, 2002.

     It is also an event of default under the amended Existing Credit Agreement
if the Company does not receive $37.7 million principal amount at maturity of
Existing Notes in exchange for shares of the Company's Common Stock or Perpetual
Preferred Stock on the earlier of two business days after the approval of the
settlement of the M&F Worldwide shareholder suit or June 30, 2002 or cancel such
Existing Notes promptly after receiving them. The Company expects that it will
receive this amount of Existing Notes from an affiliate.

     In connection with the Company's plans to refinance its indebtedness, on
April 1, 2002, the Company entered into an agreement with certain holders of its
Existing Notes that gives the Company the option to acquire from these holders
Existing Notes with a face value of $78.4 million at a price of $650 per $1,000
of principal amount. The Company is obligated to pay these holders an option fee
of $70 per $1,000 of principal amount ($5.5 million) upon the exercise or
expiration of the option (June 30, 2002).

     In April 2002, the Company postponed an offering of Secured Notes it had
previously announced. Concurrently, the Company also deferred its plans to
replace its Existing Credit Agreement with a new credit agreement. The Existing
Credit Agreement, as amended on March 15, 2002, remains in effect. The Company
estimates that it incurred approximately $1.5 million in costs in its efforts to
refinance its existing indebtedness. Such amount initially will be recorded as
deferred financing costs in the second quarter of 2002. The Company is
continuing to pursue other alternatives to refinance its indebtedness.

                                       8
<PAGE>

                                 PANAVISION INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


5.   ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

Goodwill and Other Intangible Assets

     The Company adopted Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" ("SFAS 142") as of January 1, 2002.
Amortization of goodwill was discontinued as of January 1, 2002. In addition,
the Company's tradename was determined to have an indefinite useful life and,
therefore, amortization of this asset was discontinued as of January 1, 2002.

     The Company performed an impairment test relating to its tradename during
the first quarter of 2002 and no impairment was determined as a result of this
test. The Company will perform impairment tests relating to goodwill during the
second quarter of 2002. A reconciliation of reported net loss to net loss
adjusted to reflect the impact of the discontinuance of the amortization of
goodwill for the three months ended March 31, 2001 is as follows (in thousands):

                                                          THREE MONTHS
                                                             ENDED
                                                         MARCH 31, 2001
                                                         --------------
       Reported net loss..............................    $      (1,352)
       Add back:  Goodwill amortization...............               48
                                                          -------------
       Adjusted net loss..............................    $      (1,304)
                                                          =============

Long-Lived Assets

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which is effective
for fiscal years beginning after December 15, 2001. SFAS 144 supersedes SFAS No.
121, "Accounting for the Impairment or Disposal of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," and the accounting and reporting
provisions relating to the disposal of a segment of a business of Accounting
Principles Board Opinion No. 30. The adoption of SFAS 144 did not have a
material effect on the Company's consolidated financial position, results of
operations and cash flows.
                                       9
<PAGE>

                                 PANAVISION INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


6.   GEOGRAPHICAL INFORMATION

     The following table presents revenue and other financial information by
geographic region (in thousands):

<TABLE>
<CAPTION>
                                     ------------ ------------- ------------ ------------ -------------
THREE MONTHS ENDED                      NORTH                      ASIA
MARCH 31, 2002                         AMERICA       EUROPE       PACIFIC     CORPORATE      TOTAL
                                     ------------ ------------- ------------ ------------ -------------
<S>                                 <C>          <C>           <C>          <C>          <C>
Revenue from
  external customers...........      $   24,620   $   13,954    $    7,007   $        -   $ 45,581
Intersegment revenue...........           3,257          904             -            -        4,161
Operating income (loss)........           6,563       (2,083)        1,503         (993)       4,990

<CAPTION>
                                     ------------ ------------- ------------ ------------ -------------
THREE MONTHS ENDED                      NORTH                      ASIA
MARCH 31, 2001                         AMERICA       EUROPE       PACIFIC     CORPORATE      TOTAL
                                     ------------ ------------- ------------ ------------ -------------
<S>                                 <C>          <C>           <C>          <C>          <C>
Revenue from
  external customers...........      $   30,245   $   17,982    $    5,585   $        -   $ 53,812
Intersegment revenue...........           3,812        1,234             -            -        5,046
Operating income (loss)........          12,920       (1,081)          630       (1,146)      11,323
</TABLE>


     The accounting policies of the geographic regions are the same as those
described in Note 1 of the Notes to the Consolidated Financial Statements
included in the Company's 2001 Annual Report on Form 10-K.

7.   COMPREHENSIVE LOSS

     For the quarters ended March 31, 2002 and 2001, comprehensive loss amounted
to $(3,178,000) and $(5,446,000), respectively. The difference between net loss
and comprehensive loss relates to the change in the Company's foreign currency
translation adjustments.

8.   NET LOSS PER SHARE

     For the three months ended March 31, 2002 and 2001, the basic and diluted
per share data is based on the weighted-average number of common shares and
dilutive potential common shares outstanding during the period. Potential common
shares, consisting of outstanding stock options and warrants, are not included
in the diluted loss per share calculation since they are antidilutive.

                                       10
<PAGE>

                                 PANAVISION INC.


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

     OVERVIEW

     The Company's revenue is derived from three sources: (i) camera rental
operations, (ii) lighting rental operations, and (iii) sales and other revenue.
Revenue from camera rental operations consists of the rental of camera systems,
lenses and accessories to the motion picture and television industries through a
network of rental offices located throughout North America, Europe and the Asia
Pacific region. The rental of cinematographic equipment to major feature film
productions comprises the largest component of revenue generated from camera
rental operations.

     The Company's lighting rental operations generate revenue through the
rental of lighting, lighting grip, transportation and distribution equipment, as
well as mobile generators, which are all used in the production of feature
films, television programs, commercials, outside broadcasts and other events.
The Company owns and operates lighting rental facilities in the United Kingdom,
Canada and Australia. Revenue generated by Lee Lighting, the Company's lighting
rental facility located in the United Kingdom, generates the majority of the
Company's lighting rental operations revenue.

     Sales and other revenue is comprised of: (i) the manufacture and sale of
lighting filters through Lee Filters in the United Kingdom and the United
States; (ii) EFILM's operations, which provide high-resolution scanning of film,
digital color timing, laser film recording of digital video and high definition
images to film and digital mastering services to the motion picture and
television industries, and (iii) sales of various consumable products, such as
film stock, light bulbs and gaffer tape, which are used in all types of
productions.

     The Company considers revenue from international business to be that
revenue which is generated from the rental of its equipment by productions that
are located at production sites outside of the United States.

     This section should be read in conjunction with the Consolidated Financial
Statements and accompanying Notes included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2001 and the Critical Accounting
Policies as disclosed under item 7 in the Company's Annual Report on Form 10-K
for the year ended December 31, 2001.

RESULTS OF OPERATIONS

     The following discussion and analysis includes the Company's consolidated
results of operations for 2002, representing the Post-M&F Purchase period. With
respect to 2001, the following discussion and analysis represents the Pre-M&F
Purchase period.



                                       11
<PAGE>

                                 PANAVISION INC.

      QUARTER ENDED MARCH 31, 2002 COMPARED TO QUARTER ENDED MARCH 31, 2001

CAMERA RENTAL OPERATIONS

     Camera rental revenue for the first quarter of 2002 was $29.7 million.
Revenue decreased $7.3 million, or 19.7%, compared to the first quarter of 2001.
The decline reflects substantially lower feature film production as compared to
a robust feature film environment in the first half of 2001. The strong feature
film environment occurred in anticipation of the possibility of mid-year strikes
by the Writers Guild of America and Screen Actors Guild. Both of the labor
negotiations were concluded at the end of the second quarter without any labor
disruption.

     Cost of camera rental for the current quarter was $15.0 million, unchanged
from the first quarter of 2001. The 2002 costs included approximately $1.0
million of additional depreciation resulting from the fair value adjustments
arising from the M&F Purchase in the second quarter of 2001.

LIGHTING RENTAL OPERATIONS

     Lighting rental revenue for the first quarter was $ 7.6 million. Revenue
decreased $0.3 million, or 3.8%, as compared to the first quarter of 2001.

     Cost of lighting rental for the current quarter was $6.2 million, a
decrease of $0.7 million, or 10.1%, as compared to the first quarter of 2001.

SALES AND OTHER

     Sales and other revenue in the quarter decreased $0.6 million, or 6.7%,
from the first quarter of 2001. The change reflects lower lighting filter and
expendable sales worldwide, partially offset by revenue generated from EFILM.

     Cost of sales and other for the current quarter increased $0.5 million, or
10.4%, as compared to the first quarter of 2001. The change reflects additional
costs associated with EFILM, partially offset by lower cost of sales associated
with lower lighting filter and expendable sales.

OPERATING COSTS

     Selling, general and administrative expenses for the first quarter of 2002
were $13.0 million, a decrease of $1.3 million, or 9.1%, as compared to the
first quarter of 2001. The decrease was the result of cost control programs,
including headcount reductions implemented during 2001.

     Research and development expenses for the current quarter were $1.1
million, a decrease of $0.5 million, or 31.3%, as compared to the first quarter
of 2001. The decrease was primarily due to lower costs related to the
development of products for digital application.

INTEREST, TAXES AND OTHER

     Net interest expense for the first quarter of 2002 was $8.4 million, a
decrease of $3.5 million, or 29.4%, as compared to the first quarter of 2001.
The decrease primarily reflects lower interest rates and debt levels as compared
to the first quarter of 2001.

     Net other loss for the first quarter of 2002 was $0.4 million, as compared
to $0.1 million for the first quarter of 2001.



                                       12
<PAGE>

                                 PANAVISION INC.


     The tax benefit was $0.5 million for the three months ended March 31, 2002,
as compared to a tax provision of $0.7 million for the three months ended March
31, 2001. The Company recorded an income tax benefit of $1.5 million resulting
from the benefit associated with domestic tax losses. The tax benefit was
partially offset by the recording of a $1.0 million provision relating to
profitable foreign operations and foreign taxes withheld at source. See Notes 2
and 6 of the Notes to Consolidated Financial Statements included in the
Company's 2001 Annual Report on Form 10-K for a discussion of the Company's Tax
Sharing Agreements.

LIQUIDITY AND CAPITAL RESOURCES

     The following table sets forth certain information from the Company's
Condensed Consolidated Statements of Cash Flows for the periods indicated (in
thousands):

                                                         THREE MONTHS
                                                        ENDED MARCH 31,
                                                -----------------------------
                                                     2002            2001
                                                --------------  -------------
     Net cash provided by (used in):
     Operating activities...................    $     1,641     $     6,610
     Investing activities...................         (7,037)         (8,464)
     Financing activities...................          5,970           1,369


     Cash provided by operating activities, for the three months ended March 31,
2002, totaled $1.6 million comprised of the net loss of $3.3 million, adjusted
for depreciation and amortization of $10.5 million and the amortization of the
discount on the Existing Notes of $1.5 million, offset by the net change in
working capital (excluding cash) and other miscellaneous items totaling $7.1
million. Total investing activities of $7.0 million included $7.2 million of
capital expenditures, offset by $0.2 million in proceeds received from the
disposition of fixed assets. The majority of the capital expenditures were used
to manufacture camera rental systems and accessories. Cash provided by financing
activities was $6.0 million, reflecting borrowings of $13.0 million, offset by
repayments of $6.0 million under the Existing Credit Agreement and deferred
financing costs of $1.0 million.

     Cash provided by operating activities, for the three months ended March 31,
2001, totaled $6.6 million comprised of the net loss of $1.4 million, adjusted
for depreciation and amortization of $9.5 million and the amortization of the
discount on the Notes of $4.7 million, offset by the net change in working
capital (excluding cash) and other miscellaneous items totaling $6.2 million.
Total investing activities of $8.5 million included $9.3 million of capital
expenditures, offset by $0.8 million in proceeds received from the disposition
of fixed assets. The majority of the capital expenditures were used to
manufacture camera rental systems and accessories. Cash provided by financing
activities was $1.4 million, primarily reflecting borrowings of $6.7 million,
offset by repayments of $5.3 million under the Existing Credit Agreement.

     As of March 31, 2002, amounts outstanding under the Existing Credit
Agreement were $193.3 million and $90.0 million for the term facilities and
revolving facility, respectively. The revolver is a 6-year facility with a
maximum aggregate principal amount of $100.0 million. As of March 31, 2002, the
Company also had outstanding subordinated notes of approximately $193.4 million
(exclusive of a step-up in basis of $3.0 million recorded in connection with the
M&F Purchase). In addition, as of March 31, 2002, the Company had approximately
$1.1 million outstanding under a line of credit in Australia.

     On March 15, 2002, the Company amended its Existing Credit Agreement to,
among other things, revise certain of the financial tests and required ratios
that the Company must maintain through December 31, 2002 (the "March
Amendment"). In connection with the March Amendment, the Company agreed with the
lenders under the Existing Credit Agreement to pay the lenders a fee equal to 1%
of the amount of the



                                       13
<PAGE>

                                 PANAVISION INC.


Existing Credit Agreement if the Company does not reduce amounts outstanding
under the Existing Credit Agreement by $100.0 million before June 30, 2002.
Under the Existing Credit Agreement, as amended, it is an event of default if
the Company does not receive $10.0 million in cash equity in exchange for shares
of the Company's Common Stock or Series A Non-Cumulative Perpetual Participating
Preferred Stock ("Perpetual Preferred Stock") by June 30, 2002 or it does not
apply such amount, promptly after receiving it, as an optional pre-payment of
the revolving credit facility. The Company currently expects that it will
receive such a cash contribution from an affiliate unless the Existing Credit
Agreement is terminated or amended to remove this event of default prior to June
30, 2002.

     It is also an event of default under the amended Existing Credit Agreement
if the Company does not receive $37.7 million principal amount at maturity of
Existing Notes in exchange for shares of the Company's Common Stock or Perpetual
Preferred Stock on the earlier of two business days after the approval of the
settlement of the M&F Worldwide shareholder suit or June 30, 2002 or cancel such
Existing Notes promptly after receiving them. The Company expects that it will
receive this amount of Existing Notes from an affiliate.

     In connection with the Company's plans to refinance its indebtedness, on
April 1, 2002, the Company entered into an agreement with certain holders of its
Existing Notes that gives the Company the option to acquire from these holders
Existing Notes with a face value of $78.4 million at a price of $650 per $1,000
of principal amount. The Company is obligated to pay these holders an option fee
of $70 per $1,000 of principal amount ($5.5 million) upon the exercise or
expiration of the option (June 30, 2002).

     In April 2002, the Company postponed an offering of Secured Notes it had
previously announced. Concurrently, the Company also deferred its plans to
replace its Existing Credit Agreement with a new credit agreement. The Existing
Credit Agreement, as amended on March 15, 2002, remains in effect. The Company
estimates that it incurred approximately $1.5 million in costs in its efforts to
refinance its existing indebtedness. Such amount initially will be recorded as
deferred financing costs in the second quarter of 2002. The Company is
continuing to pursue other alternatives to refinance its indebtedness.

     The Company intends to use the cash provided by operating activities to
make additional capital expenditures to manufacture and purchase rental
equipment. Although there can be no assurance, the Company believes that its
existing working capital together with borrowings under the Existing Credit
Agreement, anticipated cash flow from operating activities and contributions
from affiliates (as previously described) will be sufficient to meet its
expected operating, capital spending and debt service requirements through
December 31, 2002.

    Panavision is a holding company whose only material asset is the ownership
interest in its subsidiaries. Panavision's principal business operations are
conducted by its subsidiaries. Accordingly, Panavision's source of cash to pay
its obligations is expected to be distributions with respect to its ownership
interests in its subsidiaries. There can be no assurance that Panavision's
subsidiaries will generate sufficient cash flow to pay dividends or distribute
funds to Panavision or that applicable state law and contractual restrictions,
including negative covenants contained in the debt instruments of such
subsidiaries, will permit such dividends or distributions.



                                       14
<PAGE>


                                 PANAVISION INC.


FORWARD-LOOKING STATEMENTS

     This quarterly report on Form 10-Q for the period ended March 31, 2002, as
well as certain of the Company's other public documents and statements and oral
statements contain forward-looking statements that reflect management's current
assumptions and estimates of future performance and economic conditions. Such
statements are made in reliance upon safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The Company cautions investors that
any forward-looking statements are subject to risks and uncertainties that may
cause actual results and future trends to differ materially from those
projected, stated, or implied by the forward-looking statements. In addition,
the Company encourages investors to read the summary of its critical accounting
policies included in the Company's 2001 Annual Report on Form 10-K.

     In addition to factors described in the Company's Securities and Exchange
Commission filings and others, the following factors could cause the Company's
actual results to differ materially from those expressed in any forward-looking
statements made by the Company: (a) a significant reduction in the number of
feature film, commercial and series television productions; (b) competitive
pressures arising from changes in technology, customer requirements and industry
standards; (c) an increase in expenses related to new product initiatives and
product development efforts; (d) unfavorable foreign currency fluctuations; (e)
significant increases in interest rates; (f) lower-than-expected cash flows from
operations; and (g) the inability to secure capital contributions or loans from
affiliates, refinance its indebtedness, or sell its equity securities. The
Company assumes no responsibility to update the forward-looking statements
contained in this filing.



                                       15
<PAGE>

                                 PANAVISION INC.


                                     PART II

ITEM 1.    LEGAL PROCEEDINGS
           No material legal proceedings are pending.

ITEM 2.    CHANGES IN SECURITIES
           There were no modifications made to the rights of stockholders of any
           class of securities during the quarter ended March 31, 2002.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
           There were no events of default upon senior securities during the
           quarter ended March 31, 2002.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
           There were no matters submitted to a vote of security holders during
           the first quarter of 2002.

ITEM 5.    OTHER INFORMATION
           No additional information need be presented.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K
(a)        Exhibits
4.8        Third Amendment, dated as of March 15, 2002, to the Credit Agreement
           among Panavision Inc., the several lenders named therein, J.P. Morgan
           Securities Inc. (formerly known as Chase Securities Inc.), as Advisor
           and Arranger, Credit Suisse First Boston, as Documentation Agent, and
           JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
           Administrative Agent.
(b)        There were no Current Reports on Form 8-K filed in the first quarter
           of 2002.




                                       16
<PAGE>


                                 PANAVISION INC.


                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                                     PANAVISION INC.

Date:      May 14, 2002              By:           /S/ JOHN S. FARRAND
      -------------------------          ---------------------------------------
                                                     John S. Farrand
                                          President and Chief Executive Officer
                                                      and Director

Date:      May 14, 2002              By:          /S/ SCOTT L. SEYBOLD
      -------------------------          ---------------------------------------
                                                    Scott L. Seybold
                                              Executive Vice President and
                                                Chief Financial Officer



                                       17
<PAGE>

                                                                     EXHIBIT 4.8

                                 THIRD AMENDMENT

                  THIRD AMENDMENT, dated as of March 15, 2002 (this
"Amendment"), to the Credit Agreement, dated as of May 28, 1998 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement";
unless otherwise defined herein, capitalized terms which are defined in the
Credit Agreement are used herein as defined therein), among PANAVISION INC., a
Delaware corporation (the "Borrower"), the several banks and other financial
institutions or entities from time to time parties thereto (the "Lenders"), J.P.
MORGAN SECURITIES INC. (formerly known as Chase Securities Inc.), as advisor and
arranger, CREDIT SUISSE FIRST BOSTON, as documentation agent, and JPMORGAN CHASE
BANK (formerly known as The Chase Manhattan Bank), as administrative agent (in
such capacity, the "Administrative Agent").

                               W I T N E S S E T H

                  WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain loans and other extensions of credit to
the Borrower; and

                  WHEREAS, the Borrower has requested, and, upon this Amendment
becoming effective, the Lenders have agreed, that certain provisions of the
Credit Agreement be amended in the manner provided for in this Amendment.

                  NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the
premises, the parties hereto hereby agree as follows:

                              SECTION I AMENDMENTS

         1.1.  Amendments to Section 1.1.

         (a) The definition of "Applicable Margin" in Section 1.1 of the Credit
Agreement is hereby amended in its entirety to read as follows:

              "Applicable Margin": for each Type of Loan, the rate per annum set
       forth under the relevant column heading below:

                                          Alternate Base          Eurodollar
                                            Rate Loans               Loans
                                            ----------               -----
             Revolving Credit Loans           2.75%                  3.75%
             Tranche A Term Loans             2.75%                  3.75%
             Tranche B Term Loans             3.00%                  4.00%

         (b) The definition of "Commitment Fee Rate" in Section 1.1 of the
Credit Agreement is hereby amended in its entirety to read as follows:

                  "Commitment Fee Rate": 3/4 of 1% per annum.


<PAGE>

         (c) The definition of "Consolidated EBITDA" in Section 1.1 of the
Credit Agreement is hereby amended by deleting from clause (j) thereof the
phrase "the Second Amendment dated as of June 30, 1999" and substituting in lieu
thereof the phrase "the Third Amendment dated as of March 15, 2002".

         1.2.     Amendment to Section 2.7. Section 2.7 of the Credit Agreement
                  is hereby amended by adding the following new paragraph (d) at
                  the end thereof:

                     (d) In the event that, during the period commencing on
         March 15, 2002 and ending on June 30, 2002, the Borrower does not make
         optional or mandatory prepayments of Term Loans under Section 2.9 or
         2.10(a), as applicable, in an aggregate principal amount of at least
         $100,000,000, the Borrower agrees to pay to the Administrative Agent
         for the account of each Lender a fee equal to 1% of the sum of each
         such Lender's Revolving Credit Commitment and Term Loans outstanding on
         the last day of such period, which fee shall be payable on July 1,
         2002.

         1.3.     Amendment to Section 7.1. Section 7.1 of the Credit Agreement
                  is hereby amended in its entirety to read as follows:

                  7.1.     Financial Condition Covenants.

                  (a) Consolidated Total Leverage Ratio. Permit the Consolidated
         Total Leverage Ratio as at the last day of any fiscal quarter which day
         shall occur during the following periods to exceed the following
         respective ratios:

                                                           Consolidated Total
                Period                                       Leverage Ratio
                ------                                       --------------
                October 1, 2001 to December 31, 2001         6.75 to 1.00
                January 1, 2002 to June 30, 2002             8.50 to 1.00
                July 1, 2002 to September 30, 2002           7.00 to 1.00
                October 1, 2002 to December 31, 2002         6.00 to 1.00
                January 1, 2003 and thereafter               5.00 to 1.00

                  (b) Consolidated Interest Coverage Ratio. Permit the
         Consolidated Interest Coverage Ratio for any period of four consecutive
         fiscal quarters of the Borrower to be less than 2.00 to 1.00.

                  (c) Consolidated EBITDA. Permit Consolidated EBITDA for any
         period of four consecutive fiscal quarters of the Borrower ending with
         any fiscal quarter set forth below to be less than the amount set forth
         below opposite such fiscal quarter:

                      Fiscal Quarter                             Amount
                      --------------                             ------
                      March 31, 2002                             $60,000,000
                      June 30, 2002                              $55,000,000
                      September 30, 2002                         $70,000,000
                      December 31, 2002                          $80,000,000


<PAGE>

         1.4. Amendment to Section 7.7. The Credit Agreement is hereby amended
by deleting Section 7.7 in its entirety and substituting in lieu thereof the
following:

                     7.7. Limitation on Capital Expenditures. Make or commit to
          make any Capital Expenditure, except (a) Capital Expenditures of the
          Borrower and its Subsidiaries in the ordinary course of business not
          exceeding $30,000,000 for the 2001 fiscal year of the Borrower,
          $21,000,000 for the 2002 fiscal year of the Borrower and $25,000,000
          in each fiscal year of the Borrower thereafter; (b) Capital
          Expenditures made with the proceeds of any event which would be a
          Recovery Event but for the second parenthetical clause in the
          definition thereof; and (c) Capital Expenditures made with the
          proceeds of any Dispositions of Property by the Borrower or its
          Subsidiaries pursuant to Section 7.5(a)(i).

         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 (l)
thereof and (b) adding the following new paragraphs (m) and (n) immediately
after paragraph (l):

                     (m) (i) the Borrower shall fail to receive from one or more
         Persons (other than any Subsidiary of the Borrower) Senior Subordinated
         Notes in an aggregate principal amount of $37,700,000 in exchange
         solely for shares of newly issued common stock or perpetual preferred
         stock of the Borrower by the earlier of (A) a date no more than two
         Business Days later than the date of the approval by the Delaware
         Chancery Court of the proposed settlement of the matter In re M&F
         Worldwide Corp. Shareholder Litigation, Consolidated Civil Action No.
         18502 NC and (B) June 30, 2002, or (ii) the Borrower shall fail to
         cancel such Senior Subordinated Notes promptly after receipt thereof;
         or

                  (n) (i) the Borrower shall fail to receive from one or more
         Persons (other than any Subsidiary of the Borrower) by June 30, 2002
         cash in an aggregate amount equal to $10,000,000 in exchange solely for
         shares of newly issued common stock or perpetual preferred stock of the
         Borrower or (ii) the Borrower shall fail to apply such cash amount
         promptly after receipt thereof as an optional prepayment of Revolving
         Credit Loans (it being understood and agreed that such optional
         prepayment shall be made without any permanent reduction of the
         Revolving Credit Commitments);

                                SECTION II WAIVER

         The Lenders hereby waive compliance by the Borrower and its
Subsidiaries with the provisions of Section 2.10(a) of the Credit Agreement
insofar as such provisions would otherwise apply to the issuance by the Borrower
of its Capital Stock as contemplated by paragraph (n) of Section VIII of the
Credit Agreement.

                            SECTION III MISCELLANEOUS

         3.1. Conditions to Effectiveness of Amendment. This Amendment shall
become effective as of the date first set forth above (the "Third Amendment
Effective Date") upon satisfaction of the following conditions:


<PAGE>

               (a) The Administrative Agent shall have received counterparts of
         this Amendment duly executed and delivered by the Borrower, the
         Administrative Agent and the Required Lenders; and

               (b) The Administrative Agent shall have received, for the account
         of each Lender executing this Amendment, an amendment fee equal to 1/4%
         of the sum of each such Lender's Revolving Credit Commitment and Term
         Loans then outstanding.

         Interest that is payable after the Third Amendment Effective Date but
         that accrued prior thereto shall be payable at the interest rates in
         effect prior to this Amendment becoming effective.

         3.2. Representations and Warranties. The Borrower represents and
warrants to each Lender that as of the effective date of this Amendment: (a)
this Amendment constitutes the legal, valid and binding obligation of the
Borrower, enforceable against it in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws affecting creditors' rights
generally, by general equitable principles (whether enforcement is sought by
proceedings in equity or at law) and an implied covenant of good faith and fair
dealing; (b) the representations and warranties made by the Loan Parties in the
Loan Documents are true and correct in all material respects on and as of the
date hereof (except to the extent that such representations and warranties are
expressly stated to relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material
respects on and as of such earlier date); and (c) no Default or Event of Default
shall have occurred and be continuing as of the date hereof.

         3.3. Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Amendment signed by all the parties shall be lodged with the Borrower and the
Administrative Agent. The execution and delivery of the Amendment by any Lender
shall be binding upon each of its successors and assigns (including Transferees
of its commitments and Loans in whole or in part prior to effectiveness hereof)
and binding in respect of all of its commitments and Loans, including any
acquired subsequent to its execution and delivery hereof and prior to the
effectiveness hereof.

         3.4 Continuing Effect; No Other Amendments. Except to the extent the
Credit Agreement is expressly amended hereby, all of the terms and provisions of
the Credit Agreement and the other Loan Documents are and shall remain in full
force and effect. This Amendment shall constitute a Loan Document.

         3.5. Payment of Expenses. The Borrower agrees to pay and reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred to date in connection with this Amendment and the other Loan Documents,
including, without limitation, the reasonable fees and disbursements of legal
counsel to the Administrative Agent.

         3.6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND



<PAGE>

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 Third
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.

                                        PANAVISION INC.


                                        By: /s/ SCOTT L. SEYBOLD
                                           ------------------------------------
                                          Name:  Scott L. Seybold
                                          Title: Executive Vice President and
                                                 Chief Financial Officer


                                        JPMORGAN CHASE BANK, as
                                          Administrative Agent and as a Lender


                                        By:   /s/  TRACEY NAVIN EWING
                                           ------------------------------------
                                          Name:  Tracey Navin Ewing
                                          Title: Vice President


                                        CREDIT SUISSE FIRST BOSTON, as
                                        Documentation Agent and as a Lender


                                        By: /s/ JOEL GLODOWSKI
                                           ------------------------------------
                                          Name:  Joel Glodowski
                                          Title: Managing Director


                                        By: /s/ JOHN D. LEWIS
                                           ------------------------------------
                                          Name:  John D. Lewis
                                          Title: Associate


<PAGE>


                                        Archimedes Funding, LLC
                                        By:      ING Capital Advisors LLC,
                                                 as Collateral Manager


                                        By:   /s/  MICHAEL J. CAMPBELL
                                           ------------------------------------
                                           Name:    Michael J. Campbell
                                           Title:   Managing Director


                                        Credit Agricole Indosuez


                                        By: /s/ LEO VON REISSIG
                                           ------------------------------------
                                           Name:    Leo von Reissig
                                           Title:   Authorized Signatory


                                        By: /s/ FREDERIK W. AASE
                                           ------------------------------------
                                           Name:    Frederik W. Aase
                                           Title:   Authorized Signatory


                                        Crescent/Mach I Partners, L.P.
                                        By:      TCW Asset Management Company,
                                                 its Investment Manager


                                        By: /s/ RICHARD F. KURTH
                                           ------------------------------------
                                           Name:    Richard F. Kurth
                                           Title:   Vice President


                                        CSAM Funding I


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


                                        Debt Strategies Fund, Inc.


                                        By: /s/ MATTHEW WALLACK
                                           ------------------------------------
                                           Name:    Matthew Wallack
                                           Title:   Authorized Signatory


<PAGE>

                                      Eaton Vance CDO III, Ltd.
                                      By:      Eaton Vance Management
                                               as Investment Advisor


                                      By:  /s/  PAYSON F. SWAFFIELD
                                           -------------------------------------
                                           Name:   Payson F. Swaffield
                                           Title:  Vice President


                                      Eaton Vance Institutional Senior Loan Fund
                                      By:   Eaton Vance Management
                                            as Investment Advisor


                                      By:   /s/  PAYSON F. SWAFFIELD
                                            ------------------------------------
                                            Name:  Payson F. Swaffield
                                            Title: Vice President


                                      Eaton Vance Senior Income Trust
                                      By:      Eaton Vance Management
                                               as Investment Advisor


                                      By:   /s/  PAYSON F. SWAFFIELD
                                            ------------------------------------
                                            Name:  Payson F. Swaffield
                                            Title: Vice President


                                      First Dominion Funding I


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


                                      First Dominion Funding II


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


                                      First Dominion Funding III


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


<PAGE>

                                      Fleet National Bank


                                      By: /s/ ALISA B. CALLAHAN
                                          --------------------------------------
                                          Name:  Alisa B. Callahan
                                          Title: Vice President


                                      The Fuji Bank, Ltd.


                                      By: /s/ JOHN D. DOYLE
                                          --------------------------------------
                                          Name:  John D. Doyle
                                          Title: Vice President and Manager


                                      GE Capital


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


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


                                      By: /s/ GREGORY HONG
                                          --------------------------------------
                                          Name:  Gregory Hong
                                          Title: Duly Authorized Signatory


                                      Grayson & Co.
                                      By:  Boston Management & Research
                                           as Investment Advisor


                                      By:  /s/ PAYSON F. SWAFFIELD
                                          --------------------------------------
                                          Name:  Payson F. Swaffield
                                          Title: Vice President


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


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


<PAGE>

                                    Pilgrim America High Income Investments Ltd.
                                    By: ING Investments, LLC
                                        as its Investment Manager


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


                                    Sequils - Pilgrim I, Ltd.
                                    By: ING Investments, LLC
                                        as its Investment Manager


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


                                    ML CLO XV Pilgrim America (Cayman) Ltd.
                                    By: ING Investments, LLC
                                        as its Investment Manager


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


                                    KZH Crescent - 2 LLC


                                    By: /s/ SUSAN LEE
                                        ----------------------------------------
                                        Name: Susan Lee
                                        Title:   Authorized Agent


                                    KZH ING - 2 LLC


                                    By: /s/ SUSAN LEE
                                        ----------------------------------------
                                        Name: Susan Lee
                                        Title:   Authorized Agent


                                    KZH Soleil LLC


                                    By: /s/ SUSAN LEE
                                        ----------------------------------------
                                        Name: Susan Lee
                                        Title:   Authorized Agent


<PAGE>

                                Lloyds TSB Bank Plc.


                                By: /s/ NICHOLAS J. BRUCE
                                    --------------------------------------------
                                    Name:   Nicholas J. Bruce
                                    Title:  Vice President Credit Services


                                By: /s/ DAVID RODWAY
                                    --------------------------------------------
                                    Name:   David Rodway
                                    Title:  Vice President Credit Services, USA



                                Merrill Lynch Senior Floating Rate Fund, Inc.


                                By: /s/ MATTHEW WALLACK
                                    --------------------------------------------
                                    Name:   Matthew Wallack
                                    Title:  Authorized Signatory


                                Morgan Stanley Prime Income Trust


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


                                Natexis Banques Populaires


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


                                By: /s/ JOSEPH A. MILLER
                                    --------------------------------------------
                                    Name:   Joseph A. Miller
                                    Title:  Associate


                                Oxford Strategic Income Fund
                                By:      Eaton Vance Management
                                         as Investment Advisor


                                By: /s/  PAYSON F. SWAFFIELD
                                    --------------------------------------------
                                    Name:   Payson F. Swaffield
                                    Title:  Vice President


<PAGE>

                                   Satellite Senior Income Fund, LLC


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


                                   Senior Debt Portfolio
                                   By:  Boston Management & Research
                                        as Investment Advisor


                                   By: /s/  PAYSON F. SWAFFIELD
                                       -----------------------------------------
                                       Name:  Payson F. Swaffield
                                       Title: Vice President


                                   U.S. Bank National Association


                                   By: /s/ BRIAN HARRER
                                       -----------------------------------------
                                       Name:  Brian Harrer
                                       Title: Banking Officer


                                   Van Kampen CLO I, Limited
                                   By:  Van Kampen Investment Advisory Corp
                                        as Collateral Manager


                                   By: /s/ WILLIAM LENGA
                                       -----------------------------------------
                                       Name:  William Lenga
                                       Title: Vice President


<PAGE>

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


                                   PANAPAGE ONE LLC


                                   By: /s/ SCOTT L. SEYBOLD
                                       -----------------------------------------
                                       Name:   Scott L. Seybold
                                       Title:  Executive Vice President and
                                               Chief Financial Officer


                                   PANAPAGE TWO LLC


                                   By: /s/ SCOTT L. SEYBOLD
                                       -----------------------------------------
                                       Name:   Scott L. Seybold
                                       Title:  Executive Vice President and
                                               Chief Financial Officer


                                   PANAPAGE CO. LLC


                                   By: /s/ SCOTT L. SEYBOLD
                                       -----------------------------------------
                                       Name:   Scott L. Seybold
                                       Title:  Executive Vice President and
                                               Chief Financial Officer


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


                                   By: /s/ SCOTT L. SEYBOLD
                                       -----------------------------------------
                                       Name:   Scott L. Seybold
                                       Title:  Executive Vice President and
                                               Chief Financial Officer


                                   PANAVISION U.K. HOLDINGS, INC.


                                   By: /s/ SCOTT L. SEYBOLD
                                       -----------------------------------------
                                       Name:   Scott L. Seybold
                                       Title:  Executive Vice President and
                                               Chief Financial Officer


                                   PANAVISION REMOTE SYSTEMS, INC.


                                   By: /s/ SCOTT L. SEYBOLD
                                       -----------------------------------------
                                       Name:   Scott L. Seybold
                                       Title:  Executive Vice President and
                                               Chief Financial Officer