<PAGE>

                              M & F Worldwide Corp.
                               35 East 62nd Street
                            New York, New York 10021


                                                             April 19, 2001


Panavision Inc.
6219 De Soto Avenue
Woodland Hills, California

Gentlemen:

         We are delivering this letter to Panavision Inc., a Delaware
corporation ("Panavision"), in connection with the execution of a Stock Purchase
Agreement, dated as of the date hereof (the "Stock Purchase Agreement"), by and
between M & F Worldwide Corp. ("M &F Worldwide") and PX Holding Corporation, a
Delaware corporation ("PX Holding") and a wholly owned subsidiary of Mafco
Holdings Inc., a Delaware corporation ("Mafco"). Pursuant to the Stock Purchase
Agreement, M & F Worldwide is acquiring from PX Holding the 7,320,225 shares of
common stock, par value $.01 per share, of Panavision, held by PX Holding.
Additionally, Mafco is delivering a letter, dated the date hereof, pursuant to
which Mafco will make available to M & F Worldwide, upon the terms set forth
therein, an aggregate amount equal to $10,000,000 from time to time as requested
by M & F Worldwide, but in no event later than December 31, 2001 (the "Mafco
Letter Agreement").

         In connection with this transaction, and for good and valuable
consideration, M & F Worldwide hereby irrevocably agrees that it shall, or shall
cause a wholly-owned subsidiary (a "M & F Worldwide Sub") to, make available to
Panavision, without any set-off, counterclaim or defense, an aggregate amount
equal to $10,000,000 (the "Investment Contribution Amount"), as required from
time to time by Panavision to make payments of principal or interest under its
credit facility or senior subordinated notes, but in any event no later than
December 31, 2001; provided, however, that such obligations shall be conditioned
upon M & F Worldwide having previously received an equivalent cash disbursement
pursuant to the Mafco Letter Agreement.

         All amounts made available by M & F Worldwide or M & F Worldwide Sub as
described in this letter shall be made in dollars in immediately available funds
directly to an operating account of Panavision at The Chase Manhattan Bank
("Chase"), and upon crediting of such payments to such account shall be deemed
received by Panavision in satisfaction of the obligations of M & F Worldwide
hereunder.

         Amounts made available by M & F Worldwide or M & F Worldwide Sub to
Panavision as described above shall constitute a purchase by M & F Worldwide of
(i) common stock of Panavision, (ii) voting preferred stock of Panavision or
(iii) subordinated indebtedness of Panavision; provided, however, that in the
case of any such preferred stock or any such subordinated indebtedness, such
preferred stock or subordinated indebtedness shall have arms-length terms and
conditions reasonably satisfactory to Chase; but provided, further that it shall
not be a condition to M&F Worldwide or M & F Worldwide Sub making available to
Panavision all or any portion of the Investment Contribution Amount that there
be prior agreement as to (x) the number of shares of such common stock, (y) the
number of shares or terms and conditions of such preferred stock or (z) the
terms and conditions of such subordinated indebtedness.

         In connection with the payment of the Investment Contribution Amount, M
& F Worldwide represents and warrants that:

     a.  M & F Worldwide is a corporation duly organized, validly existing and
         in good standing under the laws of Delaware;

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

<PAGE>


     c.  M & F Worldwide has all necessary corporate power, authority and legal
         right to execute, deliver and perform its obligations as described in
         this letter and the execution, delivery and performance by M & F
         Worldwide of this letter has been duly authorized; and

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

         In addition, in connection with the payment of the Investment
Contribution Amount, M & F Worldwide agrees to the following:

     a.  Expenses. M & F Worldwide agrees to reimburse Panavision for all
         reasonable costs and expenses of Panavision (including, without
         limitation, the reasonable fees and expenses of legal counsel) in
         connection with any default by M & F Worldwide or enforcement or
         collection proceeding against M & F Worldwide arising from the terms
         described in this letter.

     b.  Amendment. M & F Worldwide will not amend, alter or waive the terms of
         this letter without the consent of Panavision and Chase.

     c.  Successors and Assigns. This letter shall be binding upon the heirs,
         executors, administrators, successors and assigns of M & F Worldwide,
         and shall inure to the benefit of the respective heirs, executors,
         administrators, successors and assigns of Chase and Panavision;
         provided, however, that M & F Worldwide shall not assign or transfer
         any of its rights or obligations hereunder without the prior written
         consent of Chase; provided, further that M & F Worldwide shall have the
         right to cause M & F Worldwide Sub to make and hold the investment
         contemplated by this letter.

     d.  Governing Law; Submission to Jurisdiction. This letter shall be
         governed by, and construed in accordance with, the law of the State of
         New York. M & F Worldwide hereby submits to the nonexclusive
         jurisdiction of the United States District Court for the Southern
         District of New York and of the Supreme Court of the State of New York
         sitting in New York County (including its Appellate Division), and of
         any other appellate court in the State of New York, for the purposes of
         all legal proceedings arising out of or relating to this letter or the
         transactions contemplated hereby.

     e.  WAIVER OF JURY TRIAL. M & F WORLDWIDE HEREBY IRREVOCABLY WAIVES, TO THE
         FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
         BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
         LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

<PAGE>

         IN  WITNESS WHEREOF, the undersigned, being a duly elected officer of
M & F Worldwide, has executed this letter as of the date first written above.


                                        M & F WORLDWIDE CORP.


                                        By: /s Howard Gittis
                                           -----------------------
                                        Name:  Howard Gittis
                                        Title: Chairman of the Board of
                                               Directors, President and Chief
                                               Executive Officer


<PAGE>

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


                                                             April 19, 2001


M & F Worldwide Corp.
35 East 62nd Street
New York, New York 10021

Gentlemen:

         We are delivering this letter (the "Letter Agreement") to M & F
Worldwide Corp., a Delaware corporation ("M & F Worldwide"), at your request in
connection with the execution of a Stock Purchase Agreement, dated as of the
date hereof (the "Stock Purchase Agreement"), by and between M & F Worldwide and
PX Holding Corporation, a Delaware corporation ("PX Holding") and a wholly owned
subsidiary of Mafco Holdings Inc., a Delaware corporation ("Mafco"). Pursuant to
the Stock Purchase Agreement, M & F Worldwide is acquiring from PX Holding the
7,320,225 shares of common stock, par value $.01 per share, of Panavision Inc.,
a Delaware corporation ("Panavision"), held by PX Holding.

         M & F Worldwide has asked that Mafco provide certain agreements and
undertakings in connection with a letter, dated the date hereof, delivered by M
& F Worldwide to Panavision (the "M & F Worldwide Letter"), pursuant to which M
& F Worldwide will make available to Panavision, subject to the terms of the M &
F Worldwide Letter, an aggregate amount equal to $10,000,000, as required from
time to time by Panavision to make payments of principal or interest under its
credit facility or senior subordinated notes, but in no event later than
December 31, 2001.

         Accordingly, as a partial inducement for M & F Worldwide entering into
the Stock Purchase Agreement and as an inducement for M & F Worldwide executing
the M & F Worldwide Letter, Mafco hereby irrevocably agrees that at such time or
times as M&F Worldwide shall request on at least two business days' notice, but
in no event later than December 31, 2001, Mafco or corporations under its
control (each a "Mafco Sub") will disburse, without any set-off, counterclaim or
defense, an aggregate amount equal to $10,000,000 (the "Mafco Disbursement") to
M & F Worldwide, such Mafco Disbursement being in the form described in the term
sheet attached hereto. Each request by M & F Worldwide for a disbursement of
funds shall indicate that all of such funds will be promptly made available to
Panavision under the letter referred to in the preceding paragraph directly to
the account referred to in such letter.

         In connection with the Mafco Disbursement, Mafco represents and
warrants that:

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

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

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

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

<PAGE>

         In addition, in connection with the payment of the Mafco Disbursement,
M & F Worldwide agrees to the following:

     a.  Expenses. Mafco agrees to reimburse M & F Worldwide for all reasonable
         costs and expenses of M & F Worldwide (including, without limitation,
         the reasonable fees and expenses of legal counsel) in connection with
         any default by Mafco or enforcement or collection proceeding against
         Mafco arising under this Letter Agreement.

     b.  Amendment. Mafco will not amend, alter or waive the terms of this
         letter without the consent of M & F Worldwide and The Chase Manhattan
         Bank ("Chase").

     c.  Successors and Assigns. This Letter Agreement shall be binding upon and
         inure to the benefit of the respective heirs, executors,
         administrators, successors and assigns of Mafco and Panavision;
         provided, however, that Mafco shall not assign or transfer any of its
         rights or obligations hereunder without the prior written consent of
         Chase; provided, further, that Mafco shall have the right to cause
         Mafco Sub to make and hold the investment contemplated by this Letter
         Agreement.

     d.  Governing Law; Submission to Jurisdiction. This Letter Agreement shall
         be governed by, and construed in accordance with, the law of the State
         of New York. Mafco hereby submits to the nonexclusive jurisdiction of
         the United States District Court for the Southern District of New York
         and of the Supreme Court of the State of New York sitting in New York
         County (including its Appellate Division), and of any other appellate
         court in the State of New York, for the purposes of all legal
         proceedings arising out of or relating to this Agreement or the
         transactions contemplated hereby.

     e.  WAIVER OF JURY TRIAL. MAFCO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
         EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
         IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER
         AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

         Mafco's agreements and undertakings hereunder are for the sole benefit
of M & F Worldwide and shall not create third party beneficiary rights on behalf
of any other person or entity, except, with respect to Chase, to the extent
expressly provided herein.

<PAGE>

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


                                              Very truly yours,

                                              MAFCO HOLDINGS INC.



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


ACCEPTED AND AGREED TO:

M & F WORLDWIDE CORP.


By: /s/ Howard Gittis
    ----------------------------
Name:  Howard Gittis
Title: Chairman of the Board of
       Directors, President and Chief
       Executive Officer


                                 TERM SHEET
-------------------------------------------------------------------------------


Amount:                     $10,000,000

Use of Proceeds:            To fund M&F Worldwide's investment
                            of $10,000,000 in Panavision.

Form of                     In M&F Worldwide's discretion, either or both of:
Consideration:
                            o   subordinated debt of M&F Worldwide, maturing as
                                M&F Worldwide determines based on its cash flow
                                projections, and bearing an interest rate equal
                                to the Pneumo Abex Credit Agreement; or

                            o   newly issued shares of Series B Preferred Stock
                                priced at the greater of (i) $15 per share, or
                                (ii) the then fair market value of M&F Worldwide
                                Common Stock at the time.