Exhibit 4.21




---



##### 



TABLE OF CONTENTS
 Page1. CERTAIN DEFINITIONS
    
    
    11.1 Certain Definitions
    
    
    11.2 Construction
    
    
    241.3 Accounting Principles
    
    
    252. REVOLVING CREDIT AND SWING LOAN FACILITIES
    
    
    252.1 Revolving Credit Commitments
    
    
    252.1.1 Revolving Credit Loans
    
    
    252.1.2 Swing Loan Commitment
    
    
    252.2 Nature of Lenders Obligations with Respect to Revolving Credit Loans
    
    
    262.3 Commitment Fees
    
    
    262.4 Revolving Credit Loan Requests; Swing Loan Requests
    
    
    262.4.1 Revolving Credit Loan Requests
    
    
    262.4.2 Swing Loan Requests
    
    
    272.5 Making Revolving Credit Loans and Swing Loans; Presumptions by the
Administrative Agent; Repayment of Revolving Credit   Loans; Borrowings to Repay
Swing Loans
    
    
    272.5.1 Making Revolving Credit Loans
    
    
    272.5.2 Presumptions by the Administrative Agent
    
    
    282.5.3 Making Swing Loans
    
    
    282.5.4 Repayment of Revolving Credit Loans
    
    
    282.5.5 Borrowings to Repay Swing Loans
    
    
    282.6 Notes
    
    
    292.7 Use of Proceeds
    
    
    292.8 Letter of Credit Subfacility
    
    
    292.8.1 Issuance of Letters of Credit
    
    
    292.8.2 Letter of Credit Fees
    
    
    302.8.3 Disbursements, Reimbursement
    
    
    302.8.4 Repayment of Participation Advances
    
    
    312.8.5 Documentation
    
    
    322.8.6 Determinations to Honor Drawing Requests
    
    
    322.8.7 Nature of Participation and Reimbursement Obligations
    
    
    322.8.8 Indemnity
    
    
    342.8.9 Liability for Acts and Omissions
    
    
    342.8.10 Issuing Lender Reporting Requirements
    
    
    352.8.11 Reduction of Revolving Credit Commitment
    
    
    352.8.12 Commercial Letters of Credit
    
    
    362.8.13 Defaulting Lenders
    
    
    363. INTEREST RATES
    
    
    383.1 Interest Rate Options
    
    
    383.1.1 Revolving Credit Interest Rate Options; Swing Line Interest Rate
    
    
    39
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##### 



Page3.1.2 Rate Quotations
    
    
    393.2 Interest Periods
    
    
    393.2.1 Amount of Borrowing Tranche
    
    
    393.2.2 Renewals
    
    
    393.3 Interest After Default
    
    
    403.3.1 Interest Rate
    
    
    403.3.2 Letter of Credit Fees and Other Obligations
    
    
    403.3.3 Acknowledgment; Payable on Demand
    
    
    403.4 LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not
Available
    
    
    403.4.1 Unascertainable
    
    
    403.4.2 Illegality; Increased Costs; Deposits Not Available
    
    
    403.4.3 Administrative Agents and Lenders Rights
    
    
    413.5 Selection of Interest Rate Options
    
    
    414. PAYMENTS
    
    
    424.1 Payments
    
    
    424.2 Pro Rata Treatment of Lenders
    
    
    424.3 Sharing of Payments by Lenders
    
    
    424.4 Presumptions by Administrative Agent
    
    
    434.5 Interest Payment Dates
    
    
    444.6 Voluntary Prepayments
    
    
    444.6.1 Right to Prepay
    
    
    444.6.2 Replacement of a Lender
    
    
    454.7 Increased Costs
    
    
    454.7.1 Increased Costs Generally
    
    
    454.7.2 Capital Requirements
    
    
    464.7.3 Certificates for Reimbursement; Repayment of
Outstanding Loans; Borrowing of New Loans
    
    
    464.7.4 Delay in Requests
    
    
    474.8 Taxes
    
    
    474.8.1 Payments Free of Taxes
    
    
    474.8.2 Payment of Other Taxes by the Borrower
    
    
    474.8.3 Indemnification by the Borrower
    
    
    474.8.4 Evidence of Payments
    
    
    484.8.5 Status of Lenders
    
    
    484.8.6 Treatment of Certain Refunds
    
    
    494.9 Indemnity
    
    
    504.10 Settlement Date Procedures
    
    
    505. REPRESENTATIONS AND WARRANTIES
    
    
    515.1 Representations and Warranties
    
    
    515.1.1 Financial Condition
    
    
    515.1.2 No Change
    
    
    525.1.3 Existence; Compliance with Law
    
    
    525.1.4 Power; Authorization; Enforceable Obligations
    
    
    52
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##### 



Page5.1.5 No Legal Bar
    
    
    525.1.6 Litigation
    
    
    525.1.7 No Default
    
    
    535.1.8 Ownership of Property; Liens
    
    
    535.1.9 Intellectual Property
    
    
    535.1.10 Taxes
    
    
    535.1.11 Federal Regulations
    
    
    535.1.12 Labor Matters
    
    
    535.1.13 Investment Company Act; Other Regulations
    
    
    545.1.14 Subsidiaries
    
    
    545.1.15 Environmental Matters
    
    
    545.1.16 Accuracy of Information, etc.
    
    
    555.1.17 Security Documents
    
    
    555.1.18 Solvency
    
    
    565.1.19 ERISA Compliance
    
    
    566. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT
    
    
    566.1 First Loans and Letters of Credit
    
    
    576.1.1 Deliveries
    
    
    576.2 Each Loan or Letter of Credit
    
    
    587. COVENANTS
    
    
    597.1 Affirmative Covenants
    
    
    597.1.1 Financial Statements
    
    
    597.1.2 Certificates; Other Information
    
    
    607.1.3 Payment of Obligations
    
    
    607.1.4 Maintenance of Existence; Compliance
    
    
    617.1.5 Maintenance of Property; Insurance
    
    
    617.1.6 Inspection of Property; Books and Records; Discussions
    
    
    617.1.7 Notices
    
    
    617.1.8 Environmental Laws
    
    
    627.1.9 Additional Collateral, etc.
    
    
    627.1.10 Intentionally Omitted
    
    
    647.1.11 Further Assurances
    
    
    647.1.12 Anti-Terrorism Laws
    
    
    647.1.13 Operating Accounts
    
    
    647.2 Negative Covenants
    
    
    657.2.1 Financial Covenants
    
    
    657.2.2 Limitation on Liens
    
    
    657.2.3 Limitation on Guarantee Obligations
    
    
    677.2.4 Limitation on Fundamental Changes
    
    
    687.2.5 Limitation on Sale of Assets
    
    
    687.2.6 Limitation on Restricted Payments
    
    
    697.2.7 Limitation on Investments, Loans, Advances and Acquisitions
    
    
    707.2.8 Sale and Leaseback
    
    
    717.2.9 Limitation on Transactions with Affiliates
    
    
    71
 iii




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##### 



Page7.2.10 Indebtedness
    
    
    727.2.11 Limitation on Modifications of Tax Agreement and Mafco Assignment and
Assumption Agreement
    
    
    737.2.12 Hedge Agreements
    
    
    737.2.13 Changes in Fiscal Periods
    
    
    737.2.14 Limitation on Negative Pledge Clauses
    
    
    737.2.15 Limitation on Lines of Business
    
    
    737.2.16 Limitation on Restrictions on Subsidiary Distributions
    
    
    738. DEFAULT
    
    
    748.1 Events of Default
    
    
    748.2 Consequences of Event of Default
    
    
    768.2.1 Events of Default Other Than Bankruptcy, Insolvency or
Reorganization Proceedings
    
    
    768.2.2 Bankruptcy, Insolvency or Reorganization Proceedings
    
    
    778.2.3 Set-off
    
    
    778.2.4 Application of Proceeds
    
    
    778.3 Right to Cure
    
    
    789. THE ADMINISTRATIVE AGENT
    
    
    799.1 Appointment and Authority
    
    
    799.2 Rights as a Lender
    
    
    799.3 Exculpatory Provisions
    
    
    799.4 Reliance by Administrative Agent
    
    
    809.5 Delegation of Duties
    
    
    809.6 Resignation of Administrative Agent
    
    
    809.7 Non-Reliance on Administrative Agent and Other Lenders
    
    
    819.8 No Other Duties, etc.
    
    
    829.9 Administrative Agents Fee
    
    
    829.10 Release Collateral and Guarantors and Authorization Therefor
    
    
    829.11 No Reliance on Administrative Agents Customer Identification Program
    
    
    8210. MISCELLANEOUS
    
    
    8210.1 Modifications, Amendments or Waivers
    
    
    8210.1.1 Increase of Commitment
    
    
    8310.1.2 Extension of Payment; Reduction of Principal Interest or Fees;
Modification of Terms of Payment
    
    
    8310.1.3 Release of Collateral or Guarantor
    
    
    8310.1.4 Miscellaneous
    
    
    8310.2 No Implied Waivers; Cumulative Remedies
    
    
    8310.3 Expenses; Indemnity; Damage Waiver
    
    
    8410.3.1 Costs and Expenses
    
    
    8410.3.2 Indemnification by the Borrower
    
    
    8410.3.3 Reimbursement by Lenders
    
    
    8510.3.4 Waiver of Consequential Damages, Etc
    
    
    8510.3.5 Payments
    
    
    85
 iv




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Page10.4 Holidays
    
    
    8510.5 Notices; Effectiveness; Electronic Communication
    
    
    8610.5.1 Notices Generally
    
    
    8610.5.2 Electronic Communications
    
    
    8610.5.3 Change of Address, Etc.
    
    
    8610.6 Severability
    
    
    8710.7 Duration; Survival
    
    
    8710.8 Successors and Assigns
    
    
    8710.8.1 Successors and Assigns Generally
    
    
    8710.8.2 Assignments by Lenders
    
    
    8710.8.3 Register
    
    
    8910.8.4 Participations
    
    
    8910.8.5 Limitations upon Participant Rights Successors and Assigns Generally
    
    
    8910.8.6 Certain Pledges; Successors and Assigns Generally
    
    
    9010.9 Confidentiality
    
    
    9010.9.1 General
    
    
    9010.9.2 Sharing Information With Affiliates of the Lenders
    
    
    9010.10 Counterparts; Integration; Effectiveness
    
    
    9010.10.1 Counterparts; Integration; Effectiveness
    
    
    9010.11 CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF
PROCESS; WAIVER OF JURY TRIAL
    
    
    9110.11.1 Governing Law
    
    
    9110.11.2 SUBMISSION TO JURISDICTION
    
    
    9110.11.3 WAIVER OF VENUE
    
    
    9210.11.4 SERVICE OF PROCESS
    
    
    9210.11.5 WAIVER OF JURY TRIAL
    
    
    9210.12 USA Patriot Act Notice
    
    
    92
 v




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##### 



LIST OF SCHEDULES AND EXHIBITS
 SCHEDULESSchedule 1.1(A)
    
    -
    
    Pricing GridSchedule 1.1(B)
    
    -
    
    Commitment of Lenders and Addresses for NoticesSchedule 5.1.4
    
    
    
    Power; Authority; Enforceable ObligationsSchedule 5.1.14
    
    
    
    SubsidiariesSchedule 7.2.2(xii)
    
    
    
    Permitted LiensSchedule 7.2.10(iii)
    
    
    
    Existing IndebtednessEXHIBITSExhibit 1.1(A)
    
    -
    
    Assignment and Assumption AgreementExhibit 1.1(G)(2)
    
    
    
    Guaranty and Collateral AgreementExhibit 1.1(M)
    
    
    
    Mafco Assignment and Assumption AgreementExhibit 1.1(N)(1)
    
    -
    
    Revolving Credit NoteExhibit 1.1(N)(2)
    
    -
    
    Swing Loan NoteExhibit 2.4.1
    
    
    
    Loan RequestExhibit 2.4.2
    
    -
    
    Swing Loan Request
 vi




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##### 



CREDIT AGREEMENT
   CERTAIN DEFINITIONS
 Certain Definitions
 Acquired Person
 Adjusted Ratable Share
 Administrative Agent
 Administrative Agents Fee
 Administrative Agents Letter
 Affiliate
 Agreement
 Anti-Terrorism Laws




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##### 



Applicable Commitment Fee Rate Schedule 1.1(A)
 Applicable Letter of Credit Fee Rate Schedule
1.1(A)
 Applicable Margin
 Schedule 1.1(A)
 Schedule 1.1(A)
 Approved Fund
 Assignment and Assumption Agreement Exhibit 1.1(A)
 Authorized Officer
 Base Rate plus plus
 Base Rate Option
 Board
 - 2 -




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##### 



Borrower
 Borrowing Date
 Borrowing Tranche
 Business
 Business Day
 Capital Expenditures
 Capital Lease Obligations
 Capital Stock
 Cash Equivalents
 - 3 -




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##### 



Cash Management Agreement
 Change of Control
 Change in Law provided however
 CIP Regulations
 Closing Date
 - 4 -




---



##### 



Code
 Collateral
 Commitment Commitments
 Commitment Fee
 Compliance Certificate
 Consolidated Current Assets
 Consolidated Current Liabilities
 Consolidated EBITDA
 - 5 -




---



##### 



provided Reference Period Material Acquisition Material Disposition
 Consolidated Interest Coverage Ratio
 Consolidated Interest Expense
 Consolidated Leverage Ratio
 Consolidated Net Income Consolidated Net Loss
 - 6 -




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##### 



Consolidated Working Capital over
 Continuing Directors
 Contractual Obligation
 Customs
 Daily LIBOR Rate minus
 Defaulting Lender
 Disposition Dispose Disposed of
 Disqualified Capital Stock
 - 7 -




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##### 



Dollar, Dollars, U.S. Dollars $
 Domestic Subsidiary
 Drawing Date
 Environmental Laws
 ERISA
 ERISA Affiliate
 ERISA Event Section 4001(a)(2)
 Event of Default
 - 8 -




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##### 



Excess Cash Flow over
 Excluded Taxes
 Executive Order No. 13224
 - 9 -




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##### 



Existing Credit Agreement
 Expiration Date
 FATCA
 Federal Funds Effective Rate provided
 Federal Funds Open Rate
 Financial Covenants
 Foreign Lender
 Foreign Subsidiary
 Fully Secured
 - 10 -




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##### 



Funded Debt
 GAAP provided
 Group Members
 Guarantee and Collateral Agreement Exhibit 1.1(G)(2)
 Guarantee Obligation guaranteeing
person primary
obligations primary obligor provided
 - 11 -




---



##### 



however
 Guarantor
 Guaranty
 Hedge Agreements
 Holdings
 ICC
 Immaterial Foreign Subsidiary
 Indebtedness
 - 12 -




---



##### 



Indemnified Taxes
 Indemnitee
 Information
 Insolvency
 Insolvency Proceeding
 Intellectual Property
 - 13 -




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##### 



Interest Period
 Interest Rate Option
 IRS
 ISP98
 Issuing Lender
 Law
 Lender Provided Hedge Agreements
 Lenders Schedule 1.1(B)
 Letter of Credit
 Letter of Credit Borrowing
 - 14 -




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##### 



Letter of Credit Collateral Account
 Letter of Credit Fee
 Letter of Credit Obligation plus
 Letter of Credit Sublimit
 LIBOR Rate
   or appropriate successor as shown on Bloomberg Page BBAM1
   LIBOR Rate Option
 LIBOR Reserve Percentage
 - 15 -




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##### 



Lien
 Loan Documents
 Loan Parties
 Loan Request
 Loans Loan
 M & F Worldwide
 Mafco Assignment and Assumption Agreement Exhibit 1.1(m)
 Material Adverse Effect
 Materials of Environmental Concern
 Month
 - 16 -




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##### 



Moodys
 Multiemployer Plan
 Non-Consenting Lender
 Non-Defaulting Lender
 Notes
 Obligations
 Official Body
 Order
 Other Lender Provided Financial Service Product
 - 17 -




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##### 



Other Taxes
 Participant
 Participation Advance
 Payment Date
 Payment in Full
   Payment Obligations
 PBGC
 - 18 -




---



##### 



Pension Plan
 Perfection Certificate
 Permitted Acquisition
       - 19 -




---



##### 



Permitted Cure Securities
 Permitted Exceptions
 Permitted Transferees
 Person
 Plan
 PNC
 Potential Default
 Prime Rate
 Principal Office
 Pro Forma Balance Sheet
 Projections
 Properties
 - 20 -




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##### 



Published Rate The
Wall Street Journal Money Rates provided that
 Ratable Share
 Regulation U
 Reimbursement Obligation
 Related Parties
 Reorganization
 Reportable Events
 Required Lenders provided that
 Required Share
 Requirement of Law
 - 21 -




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##### 



Restricted Payment
 Revolving Credit Commitment Schedule 1.1(B) Revolving Credit Commitments
 Revolving Credit Loans Revolving Credit Loan
 Revolving Credit Notes
 Revolving Facility Usage
 SEC
 Security Documents
 Settlement Date
 Solvent
 - 22 -




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##### 



Specified Capital Contribution
 Sponsor Group
 Standard & Poors
 Subsidiary
 Swing Loan Commitment
 Swing Line Collateral Account
 Swing Loan Lender
 Swing Loan Note Exhibit 1.1(N)(2)
 Swing Loan Request
 Swing Loans Swing Loan
 - 23 -




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##### 



Tax Agreement
 Taxes
 Total Debt
 UCC
 UCP
 Undrawn L/C Obligations
 USA Patriot Act
 Wholly Owned Subsidiary
 Construction
 - 24 -




---



##### 



Accounting Principles provided
 REVOLVING CREDIT AND SWING LOAN FACILITIES
 Revolving Credit Commitments
 Revolving Credit Loans
 Swing Loan Commitment
 - 25 -




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##### 



Nature of Lenders Obligations with Respect to Revolving Credit Loans
 Commitment Fees
 Revolving Credit Loan Requests; Swing Loan Requests.
 Revolving Credit Loan Requests Exhibit 2.4.1
 - 26 -




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##### 



Swing Loan Requests Exhibit
2.4.2
 Making Revolving Credit Loans and Swing Loans; Presumptions by the Administrative
Agent; Repayment of Revolving Credit Loans; Borrowings to Repay Swing Loans
 Making Revolving Credit Loans
 - 27 -




---



##### 



Presumptions by the Administrative Agent
 Making Swing Loans
 Repayment of Revolving Credit Loans
 Borrowings to Repay Swing Loans
 - 28 -




---



##### 



Notes
 Use of Proceeds
 Letter of Credit Subfacility.
 Issuance of Letters of Credit
 - 29 -




---



##### 



provided that
 Letter of Credit Fees
 Disbursements, Reimbursement
  - 30 -




---



##### 



Repayment of Participation Advances
  - 31 -




---



##### 



Documentation
 Determinations to Honor Drawing Requests
 Nature of Participation and Reimbursement Obligations
   - 32 -




---



##### 



- 33 -




---



##### 



Indemnity
 Liability for Acts and Omissions
 - 34 -




---



##### 



Issuing Lender Reporting Requirements
 Reduction of Revolving Credit Commitment
 - 35 -




---



##### 



Commercial Letters of Credit
 Defaulting Lenders
  - 36 -




---



##### 



[Intentionally Omitted]
      - 37 -




---



##### 



pro rata
  INTEREST RATES
 Interest Rate Options
 - 38 -




---



##### 



Revolving Credit Interest Rate Options; Swing Line Interest Rate
 Revolving Credit Base Rate Option
 Revolving Credit LIBOR Rate Option
  Rate Quotations
 Interest Periods
 Amount of Borrowing Tranche
 Renewals
 - 39 -




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##### 



Interest After Default
 Interest Rate
 Letter of Credit Fees and Other Obligations
 Acknowledgment; Payable on Demand
 LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available
 Unascertainable
    Illegality; Increased Costs; Deposits Not Available
  - 40 -




---



##### 



Administrative Agents and Lenders Rights
 Selection of Interest Rate Options
 - 41 -




---



##### 



PAYMENTS
 Payments
 Pro Rata Treatment of Lenders
 Sharing of Payments by Lenders
 - 42 -




---



##### 



provided
     Presumptions by Administrative Agent
 - 43 -




---



##### 



Interest Payment Dates
 Voluntary Prepayments
 Right to Prepay
      - 44 -




---



##### 



provided that
 Replacement of a Lender provided
      Increased Costs
 Increased Costs Generally
  - 45 -




---



##### 



Capital Requirements
 Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New
Loans
 - 46 -




---



##### 



Delay in Requests provided
  Taxes
 Payments Free of Taxes
 Payment of Other Taxes by the Borrower
 Indemnification by the Borrower
 - 47 -




---



##### 



Evidence of Payments
 Status of Lenders
   - 48 -




---



##### 



Treatment of Certain Refunds provided
 - 49 -




---



##### 



Indemnity
    Settlement Date Procedures
 - 50 -




---



##### 



REPRESENTATIONS AND WARRANTIES
 Representations and Warranties
 Financial Condition
 pro forma Pro
Forma Balance Sheet pro forma
    - 51 -




---



##### 



No Change
 Existence; Compliance with Law
 Power; Authorization; Enforceable Obligations Schedule 5.1.4
 No Legal Bar
 Litigation
 - 52 -




---



##### 



No Default
 Ownership of Property; Liens
 Intellectual Property
 Taxes
 Federal Regulations
 Labor Matters
 - 53 -




---



##### 



Investment Company Act; Other Regulations
 Subsidiaries Schedule 5.1.14
 Environmental Matters
      - 54 -




---



##### 



Accuracy of Information, etc. pro forma provided pro forma
 Security Documents
 - 55 -




---



##### 



Schedule 5.1.17 Schedule 5.1.17 Schedule 5.1.17
 Solvency
 ERISA Compliance
 CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT
  - 56 -




---



##### 



First Loans and Letters of Credit.
 Deliveries
        - 57 -




---



##### 



Each Loan or Letter of Credit.
 - 58 -




---



##### 



COVENANTS
  Affirmative Covenants
 Financial Statements
    - 59 -




---



##### 



Certificates; Other Information
 [intentionally omitted]
      Payment of Obligations
 - 60 -




---



##### 



Maintenance of Existence; Compliance
 Maintenance of Property; Insurance
 Inspection of Property; Books and Records; Discussions
 Notices
 - 61 -




---



##### 



Environmental Laws
  Additional Collateral, etc.
 - 62 -




---



##### 



- 63 -




---



##### 



Intentionally Omitted
 Further Assurances
 Anti-Terrorism Laws
 Operating Accounts
 - 64 -




---



##### 



Negative Covenants
 Financial Covenants
 Consolidated Leverage Ratio
 Consolidated Interest Coverage Ratio
 Capital Expenditures
 Limitation on Liens
     - 65 -




---



##### 



Schedule 7.2.2(xii)
   - 66 -




---



##### 



Limitation on Guarantee Obligations
    - 67 -




---



##### 



Limitation on Fundamental Changes
     Limitation on Sale of Assets
  - 68 -




---



##### 



Limitation on Restricted Payments
      - 69 -




---



##### 



Limitation on Investments, Loans, Advances and Acquisitions
       - 70 -




---



##### 



Sale and Leaseback
 Limitation on Transactions with Affiliates
 - 71 -




---



##### 



Indebtedness
   Schedule 7.2.10(iii)
     provided
  - 72 -




---



##### 



Limitation on Modifications of Tax Agreement and Mafco Assignment and Assumption
Agreement
 Hedge Agreements
 Changes in Fiscal Periods
 Limitation on Negative Pledge Clauses
 Limitation on Lines of Business
 Limitation on Restrictions on Subsidiary Distributions
 - 73 -




---



##### 



DEFAULT
 Events of Default
      - 74 -




---



##### 



- 75 -




---



##### 



Consequences of Event of Default
 Events of Default Other Than Bankruptcy, Insolvency or Reorganization
Proceedings
 - 76 -




---



##### 



Bankruptcy, Insolvency or Reorganization Proceedings
 Set-off
 Application of Proceeds
 - 77 -




---



##### 



Right to Cure
 - 78 -




---



##### 



THE ADMINISTRATIVE AGENT
 Appointment and Authority
 Rights as a Lender
 Exculpatory Provisions
  provided
   - 79 -




---



##### 



Reliance by Administrative Agent
 Delegation of Duties
 Resignation of Administrative Agent
 - 80 -




---



##### 



Non-Reliance on Administrative Agent and Other Lenders
 - 81 -




---



##### 



No Other Duties, etc.
 Administrative Agents Fee
 Release Collateral and Guarantors and Authorization Therefor
 No Reliance on Administrative Agents Customer Identification Program
 MISCELLANEOUS
 Modifications, Amendments or Waivers
 - 82 -




---



##### 



Increase of Commitment
 Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of
Payment
 Release of Collateral or Guarantor
 Miscellaneous
 provided provided,
further
 No Implied Waivers; Cumulative Remedies
 - 83 -




---



##### 



Expenses; Indemnity; Damage Waiver
 Costs and Expenses
 Indemnification by the Borrower
 - 84 -




---



##### 



provided
 Reimbursement by Lenders provided
 Waiver of Consequential Damages, Etc
 Payments
 Holidays
 - 85 -




---



##### 



Notices; Effectiveness; Electronic Communication
 Notices Generally Schedule 1.1(B)
  Electronic Communications provided provided provided
 Change of Address, Etc
 - 86 -




---



##### 



Severability
 Duration; Survival
 Successors and Assigns
 Successors and Assigns Generally
 Assignments by Lenders provided
 Minimum Amounts
   - 87 -




---



##### 



Proportionate Amounts
 Required Consents provided that
 Assignment and Assumption Agreement
 No Assignment to Borrower
 No Assignment to Natural Persons
  - 88 -




---



##### 



Register
 Participations provided
 provided provided
 Limitations upon Participant Rights Successors and Assigns Generally
 - 89 -




---



##### 



Certain Pledges; Successors and Assigns Generally
 Confidentiality
 General
 Sharing Information With Affiliates of the Lenders
 Counterparts; Integration; Effectiveness
 Counterparts; Integration; Effectiveness
 - 90 -




---



##### 



CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF
JURY TRIAL
 Governing Law
 SUBMISSION TO JURISDICTION
 - 91 -




---



##### 



WAIVER OF VENUE
 SERVICE OF PROCESS
 WAIVER OF JURY TRIAL
 USA Patriot Act Notice
 - 92 -




---



##### 



MAFCO WORLDWIDE CORPORATIONBy:Name:Title:




---



##### 



PNC BANK, NATIONAL ASSOCIATION, as a Lender, Issuing
Lender and Administrative AgentBy:Name:Title:




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UNION BANK, N.A., as a LenderBy:Name:Title:




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SCHEDULE 1.1(A)
 PRICING GRID
VARIABLE PRICING AND FEES BASED ON LEVERAGE RATIO
 Consolidated
    
    Commitment
    
    Letter of
    
    Revolving Credit
    
    Revolving Credit LIBOR RateLevel
    
    Leverage Ratio
    
    Fee
    
    Credit Fee
    
    Base Rate Spread
    
    SpreadI
    
    Less than 1.50 to 1.0
    
    
    0.125
    %
    
    
    1.50
    %
    
    
    0.50
    %
    
    
    1.50
    %II
    
    Greater than or equal to 1.50 to
1.0 but 
less than 2.0 to 1.0
    
    
    0.140
    %
    
    
    1.75
    %
    
    
    0.75
    %
    
    
    1.75
    %III
    
    Greater than or equal to 2.0 to 1.0
    
    
    0.155
    %
    
    
    2.0
    %
    
    
    1.00
    %
    
    
    2.0
    %
     SCHEDULE 1.1(A) - 1




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SCHEDULE 1.1(A) - 2




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SCHEDULE 1.1(B)
 COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
  Part 1  Commitments of Lenders and Addresses for Notices to Lenders
 Amount ofCommitment forRevolving CreditLender
    
    Loans
    
    Ratable ShareName: PNC Bank, National Association
Address: 1950 East Route 70, 3rd Floor,
                Cherry Hill, New Jersey 08003
Attention: William Cornelius
Telephone: (856) 489-2713
Telecopy: (856) 489-2785
    
    $
    25,000,000
    
    
    
    56
    %Name: Union Bank, N.A.
Address: 445 S. Figueroa St., 16th Floor
                Los Angeles, CA 90071
Attention: Megan Webtser
Telephone: (213) 236-7517
Telecopy: (213) 236-7636
    
    $
    20,000,000
    
    
    
    44
    %Total
    
    $
    45,000,000
    
    
    
    100
    %
 SCHEDULE 1.1(B) - 1




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SCHEDULE 1.1(B)
 COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
  Part 2  Addresses for Notices to the Borrower:ADMINISTRATIVE AGENTName: PNC Bank, National AssociationAddress: 1950 East Route 70, 3rd FloorCherry Hill, New Jersey 08003Attention: William CorneliusTelephone:
    
    (856) 489-2713Telecopy:
    
    (856) 489-1847With a Copy To:Agency Services, PNC Bank, National AssociationMail Stop: P7-PFSC-04-IAddress: 500 First AvenuePittsburgh, PA 15219Attention:
    
    Agency ServicesTelephone:
    
    412 762 6442Telecopy:
    
    412 762 8672BORROWER:Name:
    
    Mafco Worldwide CorporationAddress:
    
    300 Jefferson AvenueCamden, New Jersey 08104Attention:
    
    Lynn Seeholzer, TreasurerTelephone
    
    (856) 968-4067Telecopy:
    
    (856) 225-1418