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                                                                    Exhibit 4.17

                                PANAVISION INC.,

                                   as Issuer,

         the Subsidiary Guarantors from time to time made party hereto,

                                       and

                            WILMINGTON TRUST COMPANY,

                   as Indenture Trustee and Collateral Trustee

                                   ----------

                                    INDENTURE

                          Dated as of January 16, 2004

                                   ----------

                      12.50% Senior Secured Notes due 2009

                                   ----------

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                             CROSS-REFERENCE TABLE*

Trust Indenture........................................................Indenture

310(a)(1)...................................................................8.10

310(a)(3)....................................................................N/A

310(a)(4)....................................................................N/A

310(a)(5)...................................................................8.10

310(b).................................................................8.8; 8.10

310(c).......................................................................N/A

311(a)................................................................8.11, 8.12

311(b)................................................................8.11, 8.12

311(c).......................................................................N/A

312(a).......................................................................2.5

312(b)......................................................................12.3

312(c)......................................................................12.3

313(b).......................................................................8.6

313(c).......................................................................8.6

313(d).......................................................................8.6

314(a)..............................................................5.9(a); 13.5

314(b)......................................................................11.1

314(c)(1)...................................................................12.4

314(c)(2)...................................................................12.4

314(c)(3)....................................................................N/A

314(d)......................................................................11.4

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314(e)......................................................................12.5

314(f).......................................................................N/A

315(a).......................................................................8.1

315(b).......................................................................8.5

315(c).......................................................................8.1

315(d).......................................................................8.1

315(e)......................................................................7.14

316(a)(last sentence)........................................................2.9

316(a)(1)(A).................................................................7.4

316(a)(1)(B).................................................................7.3

316(a)(2)....................................................................N/A

316(b).................................................................6.7; 9.2.

316(c)......................................................................10.4

317(a)(1)....................................................................7.7

317(a)(2)....................................................................7.8

317(b).......................................................................2.4

318(a)......................................................................12.1

318(b).......................................................................N/A

318(c)......................................................................12.1

N/A means not applicable.

*This Cross-Reference Table is not part of the Indenture.

NOTE: This Table shall not for any purpose be deemed to be a part of the
Indenture.

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          This INDENTURE, dated as of January 16, 2004, is entered into by and
among PANAVISION INC., a Delaware corporation (the "Issuer"), the Subsidiary
Guarantors (as defined herein) from time to time party hereto, and WILMINGTON
TRUST COMPANY, a Delaware banking corporation, acting as indenture trustee
(together with its successors, the "Trustee") and as collateral trustee
(together with its successors, the "Collateral Trustee").

          Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders (as defined herein) of the
Issuer's 12.50% Senior Secured Notes due 2009 (the "Notes").

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

          Section 1.1 Definitions.

          "Affiliate" of any specified Person means any other Person, directly
or indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means (a) the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise or (b) beneficial
ownership of such Person's Capital Stock representing ten percent (10%) or more
of the total voting power of the Voting Stock (on a fully diluted basis) or of
rights or warrants to purchase such Capital Stock (whether or not currently
exercisable); and the terms "controlling" and "controlled" have meanings
correlative to the foregoing. Notwithstanding the foregoing, the Initial
Purchasers shall be deemed not to be Affiliates of the Issuer or any Subsidiary
of the Issuer.

          "Affiliate Transaction" shall have the meaning ascribed to such term
in Section 5.20 hereof.

          "Agent" means any Registrar or Paying Agent.

          "Applicable Net Proceeds Event" means any (a) "Net Proceeds Event" set
forth in clause (i) of the definition thereof in the Senior Credit Agreement
other than with respect to the issuance of Capital Stock of the Issuer, (b) "Net
Proceeds Event" set forth in clause (iii) of the definition thereof in the
Senior Credit Agreement or (c) "Net Proceeds Event" set forth in clause (iv) of
the definition thereof set forth in the Senior Credit Agreement.

          "Applicable Premium" means, at any date of determination, an amount
equal to (a) (i) 108.00% if such Event of Default occurs prior to January 16,
2007, (ii) 106.00% if such Event of Default occurs prior to January 16, 2008, or
(iii) 103.00% if such Event of Default occurs prior to January 16, 2009, of the
principal amount outstanding on the Notes, less (b) the principal amount
outstanding on the Notes.

          "Asset Disposition" means (a) any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions)
other than an operating lease entered into in the ordinary course of business by
the Issuer or any Restricted Subsidiary including any

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disposition by means of a merger, consolidation or similar transaction (each
referred to for the purposes of this definition as a "disposition") in one
transaction or a series of related transactions, of (i) any shares of Capital
Stock of a Restricted Subsidiary (other than directors' qualifying shares or
shares required by applicable law to be held by a Person other than the Issuer
or a Restricted Subsidiary), (ii) all or substantially all the assets of any
division or line of business of the Issuer or any Restricted Subsidiary, or
(iii) sales of any assets of the Issuer or any Restricted Subsidiary outside of
the ordinary course of business of such Persons and (b) the issuance of Capital
Stock by any Restricted Subsidiary (other than directors' qualifying shares or
shares required by applicable law to be held by a Person other than the Issuer
or a Restricted Subsidiary); provided that "Asset Disposition" shall not
include:

          (A) any sale, lease, transfer or other disposition by a Restricted
Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to a
Subsidiary Guarantor so long as where such disposition involves Collateral, the
Issuer or Subsidiary Guarantor, as applicable, has executed the applicable
Collateral Documents,

          (B) any sale, lease, transfer or other disposition by a Non-Guarantor
Subsidiary to a Non-Guarantor Subsidiary, provided that except as permitted
pursuant to clause (C) below, (x) such transferee Non-Guarantor Subsidiary is
not DHD Ventures, EFILM or PANY, and (y) the economic ownership of Issuer
(direct or indirect) in such transferee Non-Guarantor Subsidiary is equal to or
greater than the economic ownership (direct or indirect) of Issuer in such
transferor Non-Guarantor Subsidiary,

          (C) any sale, lease, transfer or other disposition that constitutes a
Permitted Investment or Restricted Payment permitted by Section 5.3 or that is
permitted in accordance with Section 6.1(a), (b), (d), or (e),

          (D) any sale, lease, transfer or other disposition of assets in the
ordinary course of business, or

          (E) an issuance of Capital Stock by a Restricted Subsidiary to the
Issuer or a Subsidiary Guarantor, or by a Non-Guarantor Subsidiary to another
Non-Guarantor Subsidiary, provided that (x) if the Capital Stock of the
Non-Guarantor Subsidiary that is issuing Capital Stock is directly owned by the
Issuer or a Subsidiary Guarantor, then the Non-Guarantor Subsidiary that is
issued such Capital Stock must also be directly owned by the Issuer or a
Subsidiary Guarantor and (y) the economic ownership of Issuer (direct or
indirect) in the Non-Guarantor Subsidiary that is being issued such Capital
Stock is equal to or greater than the economic ownership (direct or indirect) of
Issuer in the Non-Guarantor Subsidiary that is issuing such Capital Stock.

          "Average Life" means, as of the date of determination, with respect to
any Indebtedness or Preferred Stock, the quotient obtained by dividing (i) the
sum of the products of (A) the number of years (rounded to two decimal places)
from the date of determination to the dates of each successive scheduled
principal payment of such Indebtedness or redemption or similar payment with
respect to such Preferred Stock multiplied by (B) the amount of such payment by
(ii) the sum of all such payments.

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          "Bank Agent" means the administrative agent under the Senior Credit
Facility, together with its successors.

          "Bankruptcy Law" means title 11 of the U.S. Code or any similar
federal, state or foreign law for the relief of debtors.

          "Board of Directors" means the Board of Directors of the Issuer or any
committee of such board duly authorized to act in respect of any particular
matter.

          "Business Day" means each day which is not a Saturday, Sunday or any
other day on which banks located in New York, New York or Wilmington, Delaware
are authorized or obligated by law to remain closed.

          "Canadian Pledge Agreement" means that certain Stock Pledge Agreement,
dated on or before January 30, 2004, made by the Issuer in favor of the
Collateral Trustee, as amended, restated, supplemented and otherwise modified
from time to time.

          "Capital Lease Obligations" means an obligation that is required to be
classified and accounted for as a capital lease for financial reporting purposes
in accordance with GAAP, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty or premium.

          "Capital Stock" of any Person means any and all shares, limited
liability company interests, any general or limited partnership interests or
other equivalents of such Person, or other interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in
(however designated) equity of such Person, including any Preferred Stock, but
excluding any debt securities convertible into or exchangeable for such equity.

          "Cash Equivalents" means (i) United States dollars or foreign currency
that is readily exchangeable into United States dollars, (ii) securities issued
or directly and fully guaranteed or insured by the United States government or
any agency or instrumentality thereof having maturities of not more than twelve
(12) months from the date of acquisition, (iii) certificates of deposit and
Eurodollar time deposits with maturities of 12 months or less from the date of
acquisition, bankers' acceptances with maturities not exceeding 12 months and
overnight bank deposits, in each case with any domestic commercial bank having
capital and surplus in excess of $500 million and a Keefe Bank Watch Rating of
"B" or better, (iv) repurchase obligations with a term of not more than seven
(7) days for the underlying securities of the types described in clauses (ii)
and (iii) above entered into with any financial institution meeting the
qualifications specified in clause (iii) above, and (v) commercial paper having
the highest or second highest rating obtainable from Moody's or S&P and in each
case maturing not more than ninety (90) days after the date of acquisition.

          "Change in Control" means the occurrence of any of the following
events:

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               (i) the Issuer sells, transfers or otherwise disposes of all or
     substantially all of its assets to any Person or group of Persons, in one
     transaction or a series of transactions other than any conveyance, transfer
     or lease between the Issuer and a Subsidiary Guarantor;

               (ii) (A) the Permitted Holders shall cease to beneficially own
     (as determined in accordance with Rule 13d-3 and Rule 13d-5 under the
     Exchange Act), directly or indirectly, more than fifty-one percent (51.0%)
     of the total voting power of the Voting Stock of the Issuer, or (B) the
     Permitted Holders shall cease to have a pecuniary interest, directly or
     indirectly, in more than fifty-one percent (51%) of the Capital Stock of
     the Issuer; or

               (iii) when, during any period of two consecutive twelve-month
     periods individuals who at the beginning of any such period constituted the
     Issuer's Board of Directors (together with any new directors whose election
     by such Board or whose nomination for election by the stockholders of the
     Issuer was approved by a vote of 66-2/3% of the directors still in office
     entitled to vote with respect to such nomination who were either directors
     at the beginning of such period or whose election or nomination for
     election was previously so approved but excluding any of the individuals
     who at the beginning of such period constituted such Board but who are no
     longer members), cease for any reason to constitute a majority of the Board
     of Directors then in office.

          "Change in Control Offer" shall have the meaning ascribed to such term
in Section 5.15.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Collateral" has the collective meaning given to such term in each of
the Collateral Documents, respectively. The term "Collateral" as used in this
Indenture shall exclude any Collateral that is released from the Lien of the
Collateral Documents in accordance with their terms.

          "Collateral Agreement" means that certain Collateral Agreement dated
as of the Issue Date, in the form attached as Exhibit F hereto, among the
Collateral Trustee, the Issuer, and each Subsidiary Guarantor, as amended,
restated, supplemented and otherwise modified from time to time.

          "Collateral Documents" means, collectively, the Collateral Agreement,
the Intercreditor Agreement, the UK Pledge Agreement, the NZ Pledge Agreement,
the Canadian Pledge Agreement, and such other mortgages, assignments and
security agreements as may be executed by the Issuer or any Subsidiary Guarantor
pursuant to this Indenture or any other Collateral Document to grant a security
interest in the assets pledged to secure the Notes, all as the same may be
amended, restated, supplemented and otherwise modified from time to time.

          "Collateral Trustee" shall have the meaning ascribed to such term in
the preamble.

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          "Commission" means the United States Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act, or
if at any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the Exchange Act,
the Securities Act or the TIA, as the case may be, then the body performing such
duties at such time.

          "Commonly Controlled Entity" means an entity, whether or not
incorporated, which is under common control with the Issuer within the meaning
of Section 4001 of ERISA or is part of a group which includes the Issuer and
which is treated as a single employer under Section 414(b) or (c) of the Code
or, solely for purposes of Section 302 of ERISA and Section 412 of the Code,
Section 414(m) or (o) of the Code.

          "Confidential Information" shall have the meaning ascribed to such
term in Section 13.15(b).

          "Consolidated Interest Expense" means, for any period, the amount
which, in conformity with GAAP, would be set forth opposite the caption
"interest expense" (or any like caption) on a consolidated statement of earnings
of the Issuer and its Subsidiaries for such period; provided, that the
calculation of Consolidated Interest Expense shall exclude any non-cash interest
expense in respect of any Indebtedness permitted under Section 5.17.

          "Consolidated Net Income" means, for any period, the amount which, in
conformity with GAAP, would be set forth opposite the caption "net income" (or
any like caption) or "net loss" (or any like caption) as the case may be, on a
consolidated statement of earnings of the Issuer and its Subsidiaries for such
period; provided, that there shall be excluded from such net income (or loss),
to the extent otherwise included therein, without duplication:

               (i) all extraordinary gains or losses;

               (ii) net income (or loss) of any other Person attributable to any
     period prior to the date of combination of such other Person with such
     Person or any of its Subsidiaries on a "pooling of interests" basis;

               (iii) net gains or losses in respect of dispositions of assets by
     such Person or any of its Subsidiaries other than in the ordinary course of
     business;

               (iv) the cumulative effect of a change in accounting principles;
     and

               (v) any gains or losses that are attributable to the Proposed
     August 2003 Refinancing to the extent not in excess of $2,100,000 and to
     the extent incurred in the fiscal quarters ending June 30, 2003, September
     30, 2003, and December 31, 2003;

provided, further, that with respect to the income (or loss) of EFILM, DHD
Ventures and any other Subsidiaries which are not wholly-owned, only the
products of (x) the percentage of economic ownership of the Issuer (directly or
indirectly) in each of EFILM, DHD Ventures and such other Subsidiaries,
respectively, and (y) the income or loss of EFILM, DHD Ventures and

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such other Subsidiaries, respectively, shall be included in "Consolidated Net
Income"; and provided further, that with respect to the income (or loss) of DHD
Ventures and EFILM for any quarterly period ending after December 31, 2003, the
income (or loss) of DHD Ventures or EFILM, as applicable, determined pursuant to
the immediately preceding proviso shall be included in "Consolidated Net Income"
only to the extent that any such income is actually received by the Issuer or a
Subsidiary Guarantor in the form of cash dividends or similar cash distributions
and then only to the extent not in excess of the amount determined in the
immediately preceding proviso with respect to DHD Ventures or EFILM, as
applicable.

          "Core Assets" shall have the meaning ascribed to such term in the
definition of "Specified Disposition".

          "Corporate Trust Office" shall be at the address of the Trustee or the
Collateral Trustee specified in Section 13.2 or such other address as the
Trustee or Collateral Trustee may specify by notice to the Holders and Issuer.

          "Covenant Defeasance" shall have the meaning ascribed to such term in
Section 9.3.

          "Currency Agreement" means in respect of a Person any foreign exchange
contract, currency swap agreement or other similar agreement to which such
Person is a party or a beneficiary designed to protect such Person against
fluctuations in currency values and not for the purpose of speculation.

          "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

          "Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

          "Definitive Notes" shall have the meaning ascribed to such term in
Section 2.1.

          "Depositary" means the Person specified in Section 2.3 as the
Depositary with respect to the Notes issuable in global form, until a successor
shall have been appointed and become such pursuant to the applicable provision
of this Indenture, and, thereafter, "Depositary" shall mean or include such
successor.

          "DHD Ventures" means DHD Ventures, LLC, a Delaware limited liability
company.

          "Disqualified Stock" means, with respect to any Person, any Capital
Stock which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable) or upon the happening of any event
(i) matures or is mandatorily redeemable pursuant to a sinking fund obligation
or otherwise on or prior to the Stated Maturity of the Notes, (ii) is
convertible or exchangeable for Indebtedness with a Stated Maturity prior to the
Stated Maturity of the Notes or Disqualified Stock or (iii) is redeemable at the
option of the holder

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thereof, in whole or in part, in each case on or prior to the Stated Maturity of
the Notes; provided, however, that any Capital Stock that would not constitute
Disqualified Stock but for the provisions thereof giving holders thereof the
right to require such Person to purchase or redeem such Capital Stock upon the
occurrence of an "asset sale" or a "change of control" occurring prior to the
Stated Maturity of the Notes shall not constitute Disqualified Stock if (A) the
"asset sale" or "change of control" provisions applicable to such Capital Stock
are not more favorable to the holders of such Capital Stock than the terms
applicable to the Notes in Section 5.15 or Section 5.19, as determined in good
faith by the Board of Directors of the Issuer, the determination of which shall
be evidenced by a resolution of such Board of Directors, and (B) any such
requirement only becomes operative after compliance with such Section, including
the purchase of any Notes tendered pursuant thereto.

          "Domestic Subsidiary" means any Restricted Subsidiary of the Issuer
which is not a Foreign Subsidiary.

          "DTC" means The Depository Trust Company.

          "EBITDA" means for any period, for the Issuer and its Subsidiaries,
the sum of the following (without duplication): (a) Consolidated Net Income for
such period (calculated after eliminating extraordinary gains and losses and
unusual items but without giving effect to the second and third provisos in the
definition thereof) plus (b) income and other taxes (to the extent deducted in
determining Consolidated Net Income) for such period plus (c) depreciation and
amortization expense (to the extent deducted in determining Consolidated Net
Income) for such period plus (d) other non-cash charges (to the extent deducted
in determining Consolidated Net Income) for such period plus (e) the aggregate
amount of Consolidated Interest Expense for such period minus (f) the aggregate
amount of interest income for such period plus (g) the aggregate amount of
up-front or one-time fees or expenses payable in respect of Hedging Obligations
during such period (to the extent deducted in determining Consolidated Net
Income for such period) plus (h) the amount of foreign exchange losses (net of
any gains) (or minus the amount of foreign exchange gains (net of any losses))
plus (i) Transaction Charges (to the extent deducted in determining Consolidated
Net Income) plus (j) severance expenses for executive officers of the Issuer
accrued prior to December 31, 2003, in an aggregate amount not to exceed
$4,600,000 plus (k) non-cash charges related to long-term incentive compensation
for any executive officer or any non-executive chairman or vice-chairman of the
Issuer minus (l) any cash payments made during such period in respect of items
described in clause (d) above subsequent to the fiscal quarter in which the
relevant non-cash charges were reflected as a charge in the statement of
Consolidated Net Income, all as determined on a consolidated basis; provided
that any cash payments of long-term incentive compensation to any executive
officer or non-executive chairman or vice-chairman shall be subtracted from
Consolidated Net Income in calculating EBITDA for the period that such cash
payments were made. For the purposes of calculating EBITDA for any period of
four consecutive fiscal quarters (each, a "Reference Period") pursuant to any
determination of EBITDA, (i) if at any time during such Reference Period the
Issuer or any Subsidiary shall have made any Material Disposition, the EBITDA
for such Reference Period shall be reduced by an amount equal to the EBITDA (if
positive) attributable to the Property that is the subject of such Material
Disposition for such Reference

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Period or increased by an amount equal to the EBITDA (if negative) attributable
thereto for such Reference Period and (ii) if during such Reference Period the
Issuer or any Subsidiary shall have made a Material Acquisition, EBITDA for such
Reference Period shall be calculated after giving pro forma effect thereto as if
such Material Acquisition occurred on the first day of such Reference Period. As
used in this definition, "Material Acquisition" means any acquisition of
Property or series of related acquisitions of Property that (a) constitutes
assets comprising all or substantially all of an operating unit of a business or
constitutes all or substantially all of the common stock of a Person and (b)
involves the payment of consideration by the Issuer and its Subsidiaries in
excess of $1,000,000; and "Material Disposition" means any sale, lease,
assignment, conveyance, transfer or other disposition thereof of Property or
series of related dispositions of Property that yields gross proceeds to the
Issuer or any of its Subsidiaries in excess of $1,000,000.

          Notwithstanding the foregoing, only the products of (x) the percentage
of economic ownership of the Issuer (directly or indirectly) in each of EFILM,
DHD Ventures and any other Subsidiary which is not wholly-owned, respectively,
and (y) the EBITDA of EFILM, DHD Ventures or such other Subsidiary,
respectively, shall be included in the calculation of EBITDA; provided, that
with respect to the EBITDA of DHD Ventures and EFILM for any quarterly period
ending after December 31, 2003, the EBITDA of DHD Ventures or EFILM, as
applicable, shall be included in the calculation of the foregoing only to the
extent that any such income is actually received by the Issuer or a Subsidiary
Guarantor in the form of cash dividends or similar cash distributions and then
only to the extent not in excess of the product determined in the immediately
preceding provision with respect to DHD Ventures or EFILM, as applicable.

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

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

          "EFILM Operating Agreement" means the Operating Agreement, dated May
17, 2002, among the Issuer, Las Palmas and the other holder of Capital Stock of
EFILM.

          "EFILM Option Agreement" means the Option Agreement, dated as of May
17, 2002, among the Issuer, Las Palmas and the other holder of Capital Stock of
EFILM.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

          "Event of Default" shall have the meaning ascribed to such term in
Section 7.1.

          "Excess Proceeds" shall have the meaning ascribed to such term in
Section 5.19.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

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          "Existing Letters of Credit" means the "Letters of Credit" as defined
in the Senior Credit Agreement, as in effect on the date hereof, in an aggregate
face amount not to exceed $562,360.

          "Existing Senior Subordinated Securities" means the Issuer's 9-5/8%
Senior Subordinated Discount Notes Due 2006 and any securities exchanged
therefor.

          "Foreign Subsidiary" means any Subsidiary of the Issuer which is
organized under the laws of any jurisdiction outside of the United States.

          "GAAP" means generally accepted accounting principles in the United
States of America as in effect from time to time, including those set forth in
(i) the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, (ii) statements and
pronouncements of the Financial Accounting Standards Board, (iii) such other
statements by such other entity as approved by a significant segment of the
accounting profession and (iv) the rules and regulations of the Commission
governing the inclusion of financial statements (including pro forma financial
statements) in periodic reports required to be filed pursuant to Section 13 of
the Exchange Act, including opinions and pronouncements in staff accounting
bulletins and similar written statements from the accounting staff of the
Commission.

          "Global Note" shall have the meaning ascribed to such term in Section
2.1.

          "Government Entity" means (i) any federal, state, provincial, or
similar government, and any body, board, department, commission, court,
tribunal, authority, agency, or other instrumentality of any such government or
otherwise exercising any executive, legislative, judicial, administrative, or
regulatory functions of such government, or (ii) any other government entity
having jurisdiction over any matter contemplated by this Indenture or any of the
Collateral Documents or relating to the observance or performance of the
obligation of any of the parties to this Indenture or any of the Collateral
Documents.

          "Government Securities" means (i) direct obligations of the United
States of America for the timely payment of which its full faith and credit is
pledged or (ii) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America the timely
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act), as custodian with respect to any such Government Securities
or a specific payment of principal of or interest on any such Government
Securities held by such custodian for the account of the holder of such
depository receipt; provided, that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the Government Securities or the specific payment of principal of or interest on
the Government Securities evidenced by such depository receipt.

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          "Governmental Authority" means any agency, authority, board, bureau,
commission, court, department, office or instrumentality of any nature
whatsoever of the United States or any foreign government, any state, province
or any city or other political subdivision thereof and whether now or hereafter
in existence, or any officer or official thereof, and any maritime authority.

          "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any Person, and
any obligation, direct or indirect, contingent or otherwise, of such Person (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation of such Person (whether arising by virtue
of partnership arrangements, or by agreements to keep-well, to maintain the net
worth of a Person, to purchase assets, goods, securities or services, to
take-or-pay or to maintain financial statement condition or otherwise), or (ii)
entered into for the purpose of assuring in any other manner the obligee of such
Indebtedness of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); provided, however, that the term
"Guarantee" shall not include (A) endorsements for collection or deposit in the
ordinary course of business or (B) a contractual commitment by one Person to
invest in another Person for so long as such Investment would be an Investment
by the Issuer or a Restricted Subsidiary in the Issuer or a Subsidiary
Guarantor. The term "guarantee" used as a verb has a corresponding meaning.

          "Guaranteed Obligations" shall have the meaning ascribed to such term
in Section 11.1(a)(iv).

          "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

          "Holder" means the Person in whose name a Note is registered on the
Registrar's books.

          "Incur" or "incur" means issue, assume, guarantee, incur or otherwise
become liable for; provided, however, that any Indebtedness or Capital Stock of
a Person existing at the time such Person becomes a Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred
by such Subsidiary at the time it becomes a Subsidiary. The term "Incurrence"
when used as a noun shall have a correlative meaning. The accretion of principal
of a non-interest bearing or other discount security shall be deemed the
Incurrence of Indebtedness. Neither the accrual of interest, the accretion of
original issue discount or fluctuations in exchange rates of currencies shall be
considered an Incurrence of Indebtedness.

          "Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

               (i) the principal of and premium (if any) in respect of (A)
     indebtedness of such Person for money borrowed and (B) indebtedness
     evidenced by notes, debentures, bonds or other similar instruments for the
     payment of which such

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     Person is responsible or liable, including, in each case, any premium on
     such indebtedness to the extent such premium has become due and payable,

               (ii) all Capital Lease Obligations of such Person;

               (iii) all Obligations of such Person issued or assumed as the
     deferred purchase price of property, all conditional sale obligations of
     such Person and all obligations of such Person under any title retention
     agreement (but excluding trade accounts payable arising in the ordinary
     course of business);

               (iv) all Obligations of such Person for the reimbursement of any
     obligor on any letter of credit, banker's acceptance or similar credit
     transaction (other than Obligations with respect to letters of credit
     securing obligations (other than Obligations described in clauses (i)
     through (iii) above) entered into in the ordinary course of business of
     such Person to the extent such letters of credit are not drawn upon or, if
     and to the extent drawn upon, such drawing is reimbursed no later than the
     tenth Business Day following receipt by such Person of a demand for
     reimbursement following payment on the letter of credit);

               (v) the amount of all obligations of such Person with respect to
     the redemption, repayment or other repurchase of any Disqualified Stock;.

               (vi) all Obligations of the type referred to in clauses (i)
     through (v) above of other Persons and all dividends of other Persons for
     the payment of which, in either case, such Person is responsible or liable,
     directly or indirectly, as obligor, guarantor or otherwise, including by
     means of any Guarantee;

               (vii) all Obligations of the type referred to in clauses (i)
     through (vi) above of other Persons secured by any Lien on any Property of
     such Person (whether or not such obligation is assumed by such Person), the
     amount of such Obligation being deemed to be the lesser of the value of
     such Property or the amount of the obligation so secured; and

               (viii) to the extent not otherwise included in this definition,
     Hedging Obligations of such Person.

          The "amount" or "principal amount" of Indebtedness at any time of
determination as used herein represented by (a) any contingent Indebtedness,
shall be the maximum principal amount thereof, (b) any Indebtedness issued at a
price that is less than the principal amount at maturity thereof, shall be the
amount of the liability in respect thereof determined in accordance with GAAP,
or if such Indebtedness has original issue discount, shall be the face amount of
such Indebtedness, (c) any Hedging Obligations shall be the amount of the
liability in respect thereof determined in accordance with GAAP net of the
amount owed to such Person by the counterparties thereon, and (d) any
Disqualified Stock, shall be the maximum fixed redemption or repurchase price in
respect thereof.

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          "Indenture" means this Indenture as amended, restated supplemented and
otherwise modified from time to time.

          "Independent Financial Advisor" means a Person (i) which is a
nationally recognized investment banking firm, appraisal firm or auditing firm,
(ii) which does not, and whose directors, officers or Affiliates do not, have a
material financial interest in the Issuer and its Subsidiaries, and (iii) which,
in the judgment of the Board of Directors of the Issuer is otherwise independent
and qualified to perform the task for which it is to be engaged.

          "Independent Financial Advisor's Certificate" means a certificate
signed by an Independent Financial Advisor and delivered to the Trustee and/or
the Collateral Trustee pursuant to the Indenture or the applicable Collateral
Document, which shall include the statements provided for in Section 13.5 of the
Indenture if and to the extent required by the provisions thereof.

          "Initial Holder" means an Initial Purchaser for so long as such
Initial Purchaser is a Holder.

          "Initial Purchaser" means the "Purchasers" under the Purchase
Agreement.

          "Insolvency" means, with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section 4245 of
ERISA.

          "Insolvency Event" means an Event of Default pursuant to Section
7.1(a)(viii) or Section 7.1(a)(ix).

          "Institutional Accredited Investor" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
promulgated under the Securities Act.

          "Intercreditor Agreement" means that certain Collateral Agency
Agreement among the Trustee, the Collateral Trustee, the Bank Agent and the
Issuer, as amended, restated, supplemented and otherwise modified from time to
time.

          "Interest Payment Date" means March 31st, June 30th, September 30th
and December 31st of each year during which any Note is outstanding (commencing
March 31, 2004) and the date on which the Notes mature, if different.

          "Interest Rate Agreement" means in respect of a Person any interest
rate swap agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect such Person against fluctuations in interest
rates and not for the purpose of speculation.

          "Investment" in any Person means any direct or indirect advance, loan
or other extensions of credit to any other Person, any net payment on a
Guarantee or similar arrangement by such Person, or capital contribution to (by
means of transfer of cash or other property to others or any payment for
property or other services for the account or use of others) any other

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Person, or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by such Person. "Investments" shall exclude advances
to customers and suppliers in the ordinary course of business.

          "Issue Date" means the date on which the Notes were originally issued.

          "Issuer" shall have the meaning ascribed to such term in the preamble.

          "Issuer Order" means a written request or order signed in the name of
the Issuer by an Officer and delivered to the Trustee.

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

          "Law" or "law" means (i) any constitution, treaty, statute, law,
decree, regulation, order, rule, or directive of any Government Entity, and (ii)
any judicial or administrative interpretation or application or, or decision
under, any of the foregoing.

          "Legal Defeasance" shall have the meaning ascribed to such term in
Section 9.2.

          "Legal Holiday" means a Saturday, Sunday or any other day on which
banks located in New York, New York or Wilmington, Delaware are authorized or
obligated by law to remain closed.

          "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof).

          "Mafco Holdings" means Mafco Holdings Inc., a Delaware corporation, or
its successor.

          "Mafco Line of Credit" means that certain Amended and Restated Senior
Subordinated Line of Credit Agreement, dated as of the date hereof, between
Issuer and MacAndrews & Forbes Holdings Inc., as may be amended, modified or
supplemented from time to time in accordance with Section 5.11.

          "Majority Holders" means, at any time of determination, Holders of at
least a majority in aggregate principal amount of the then outstanding Notes.

          "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, property, condition (financial or otherwise) or prospects of
the Issuer and its Subsidiaries taken as a whole, (b) the validity or
enforceability of this Indenture or any of the other transaction Documents or
the rights or remedies of the Trustee, the Collateral Trustee or the Holders
hereunder or thereunder or (c) the ability of the Issuer to perform any of its
obligations under this Indenture.

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          "Multiemployer Plan" means a Plan (other than a welfare plan as
defined in Section 3(1) of ERISA) which is a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

          "Net Cash Proceeds" means the cash proceeds received by the Issuer and
the Restricted Subsidiaries in respect of any Asset Disposition (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Disposition) or Recovery Event, net
of the costs related to such Asset Disposition or Recovery Event, including,
without limitation, legal, accounting and investment banking fees, and sales
commissions, taxes paid or payable (or estimated in good faith to be payable) as
a result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), in each case to the extent
actually incurred (or as set forth above, estimated to be payable) in connection
with such Asset Disposition or Recovery Event.

          "Non-Core Assets" means the assets or Capital Stock described on
Schedule V attached hereto.

          "Non-Excluded Taxes" shall have the meaning ascribed to such term in
Section 3.9.

          "Non-Guarantor Subsidiaries" means each Restricted Subsidiary that is
not a Subsidiary Guarantor.

          "Non-Recourse Debt" means Indebtedness:

          (a) as to which neither the Issuer nor any of its Restricted
Subsidiaries (i) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness), (ii) is directly or
indirectly liable as a guarantor or otherwise, or (iii) constitutes the lender;
and

          (b) no default with respect to which would permit upon notice, lapse
of time or both any holder of any other Indebtedness (other than the Notes) of
the Issuer or any of its Restricted Subsidiaries to declare a default on such
other Indebtedness or cause the payment thereof to be accelerated or payable
prior to its stated maturity.

          "Non-U.S. Holder" shall have the meaning ascribed to such term in
Section 3.9.

          "Notes" shall have the meaning ascribed to such term in the preamble.

          "Notice Side Letter" shall mean that certain letter, dated as of the
Closing Date, among the Issuer and the Initial Holders.

          "NZ Pledge Agreement" means that certain Specific Security Deed, dated
on or before January 30, 2004, between Issuer and Collateral Trustee, as
amended, restated, supplemented and otherwise modified from time to time.

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          "Obligation" means any principal, premium, interest, penalty, fee,
indemnification, reimbursement, damage and other obligation and liability
payable under the documentation governing any liability.

          "Offer to Purchase" means an offer to purchase all or a pro rata
portion, as the case may be, of the Notes by the Issuer from the Holders
commenced by the mailing (by first class mail, postage prepaid) by the Issuer
(or, if requested by the Issuer on at least five (5) Business Days prior notice
to the Trustee and at the Issuer's expense, by the Trustee) of a notice to each
Holder (and, if mailed by the Issuer, to the Trustee) at such Holder's address
appearing in the Note register, stating:

               (i) the covenant pursuant to which the offer is being made, the
     maximum aggregate amount of Notes to be purchased, and that all Notes
     validly tendered will be accepted for payment on a pro rata basis;

               (ii) the purchase price and the date of purchase (which shall be
     a Business Day no earlier than thirty (30) days nor later than sixty (60)
     days from the date such notice is mailed) (the "Payment Date");

               (iii) that any Note not tendered will continue to accrue interest
     pursuant to its terms;

               (iv) that, unless the Issuer defaults in the payment of the
     purchase price, any Note accepted for payment pursuant to the Offer to
     Purchase shall cease to accrue interest on and after the Payment Date;

               (v) that Holders electing to have a Note purchased pursuant to
     the Offer to Purchase will be required to surrender the Note, together with
     the form entitled "Option of the Holder to Elect Purchase" on the reverse
     side of the Note completed, to the Paying Agent at the address specified in
     the notice prior to the close of business on the Business Day immediately
     preceding the Payment Date (or, if such day is not a Business Day, on the
     next subsequent Business Day), and such Holder shall be entitled to receive
     from the Paying Agent a non-transferable receipt of deposit evidencing such
     deposit;

               (vi) that, unless the Issuer defaults in making the payment of
     the purchase price or shall otherwise, in its sole discretion, consent
     thereto, Holders will be entitled to withdraw their election only if the
     Trustee receives, not later than the close of business on the fifth
     Business Day immediately preceding the Payment Date, a telegram, facsimile
     transmission or letter setting forth the name of such Holder, the principal
     amount at maturity of Notes delivered for purchase and a statement that
     such Holder is withdrawing his election to have such Notes purchased; and

               (vii) that Holders whose Notes are being purchased only in part
     will be issued new Notes equal in principal amount to the unpurchased
     portion of the Notes

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     surrendered; provided that each Note purchased and each new Note issued
     shall be in a principal amount at maturity of $1,000 or integral multiples
     thereof.

No failure of the Issuer to give the foregoing notice shall limit any Holder's
right to exercise a repurchase right. On the Payment Date, the Issuer shall (a)
accept for payment on a pro rata basis Notes or portions thereof tendered
pursuant to an Offer to Purchase; (b) deposit with the Trustee money sufficient
to pay the purchase price of all Notes or portions thereof so accepted; and (c)
deliver, or cause to be delivered, to the Trustee all Notes or portions thereof
so accepted together with an officers' certificate specifying the Notes or
portions thereof accepted for payment by the Issuer. The Trustee shall promptly
mail to the Holders of Notes so accepted payment in an amount equal to the
purchase price, and the Trustee shall promptly authenticate, and the Issuer
shall promptly execute and mail (or cause to be mailed) to such Holders a new
Note equal in principal amount at maturity to any unpurchased portion of the
Note surrendered; provided that each Note purchased and each new Note issued
shall be in a principal amount at maturity of $1,000 or integral multiples
thereof. The Issuer will publicly announce the results of an Offer to Purchase
as soon as practicable after the Payment Date. The Trustee shall act as the
Paying Agent for an Offer to Purchase. The Issuer will comply with Rule l4e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable, in the event that the
Issuer offers or is required to repurchase Notes pursuant to an Offer to
Purchase. Both the notice of the Issuer and the notice of the Holder having been
given as specified above, the Notes so to be repurchased shall, on the Payment
Date become due and payable at the purchase price applicable thereto and from
and after such date (unless Issuer shall default in the payment of such purchase
price) such Notes shall cease to bear interest. If any Note shall not be paid
upon surrender thereof for repurchase, the principal shall, until paid, bear
interest from the Payment Date at the default rate borne by such Note. Any Note
which is to be submitted for repurchase only in part shall be delivered pursuant
to the above provisions with (if the Issuer or Trustee so requires) due
endorsement by, or a written instrument of transfer in form satisfactory to
Issuer and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing.

          "Officer" means the chairman of the board of directors, chief
executive officer, president or a vice president in the disciplines of finance,
accounting, or law, or chief financial officer of the Issuer.

          "Officers' Certificate" means a certificate signed by an Officer and
attested to by another Officer satisfying the requirements of Section 13.4 and
Section 13.5 of the Indenture.

          "Opinion of Counsel" means a written opinion from the general counsel
of the Issuer, legal counsel to the Issuer or another legal counsel who is
reasonably acceptable to the Trustee, which Opinion of Counsel shall comply with
Section 13.4 and Section 13.5. The general counsel may be an employee of the
Issuer or a Subsidiary Guarantor. The acceptance by the Trustee or the
Collateral Trustee, as applicable (without written objection to the Issuer
during the fifteen (15) Business Days following receipt) of, or its action on,
an opinion of counsel not specifically referred to above shall be sufficient
evidence that such counsel is acceptable to the Trustee or the Collateral
Trustee, as applicable.

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          "Other Taxes" shall have the meaning ascribed to such term in Section
3.9.

          "Outstanding" or "outstanding" when used with respect to Notes or a
Note, means all Notes theretofore authenticated and delivered under the
Indenture, except:

          (a) Notes theretofore canceled by the Trustee or delivered to the
     Trustee for cancellation;

          (b) Notes for which payment has been deposited with the Trustee or any
     Paying Agent in trust other than deposits pursuant to Section 9.1; and

          (c) Notes which have been paid, or for which other Notes shall have
     been authenticated and delivered in lieu thereof or in substitution
     therefor pursuant to the terms of Section 2.7, unless proof satisfactory to
     the Trustee is presented that any such Notes are held by holders in due
     course.

          A Note does not cease to be Outstanding because the Issuer or one of
its Affiliates holds the Note; provided, however, that in determining whether
the Holders of the requisite aggregate principal amount of Notes Outstanding
have given any request, demand, authorization, direction, notice, consent or
waiver under the Indenture, Section 2.8 shall be applicable.

          "PANY" means PANY Rental, Inc., a New York corporation.

          "PANY Loan Agreement" means that certain Loan Agreement, dated October
31, 2001, between PANY and Financial Federal Credit Inc., as amended as of July
31, 2003, and as further amended, modified or supplemented from time to time,
without giving effect to any amendments, modifications or supplements thereto
the effect of which is to extend the Stated Maturity thereof or to increase the
principal amount of the Indebtedness thereunder, other than amendments entered
into prior to the Issue Date.

          "Parent" means PX Holding Corporation, and any other Person which
acquires or owns directly or indirectly 80% or more of the voting power of the
Voting Stock of the Company.

          "Paying Agent" shall have the meaning ascribed to such term in Section
2.3 and Section 9.5, solely for purposes of Section 9.5.

          "Payment Date" with respect to any Offer to Purchase, has the meaning
specified in the definition of Offer to Purchase.

          "Payments" means such monies as the Issuer shall cause to be delivered
to the Trustee or any Paying Agent for the purpose of paying principal, purchase
price or redemption price of, or interest on the Notes on any Interest Payment
Date, Payment Date, redemption date or acceleration; and "Pay" means paying such
monies.

          "Permitted Holders" means Ronald O. Perelman (or in the event of his
incompetence or death, his estate, heirs, executor, administrator, committee or
other personal

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representative (collectively, "heirs") and any Person controlled, directly or
indirectly, by Ronald O. Perelman or his heirs.

          "Permitted Investment" means an Investment by the Issuer or any
Restricted Subsidiary in:

               (i) (A) the Issuer, a Subsidiary Guarantor or a Person that will,
     upon the making of such Investment, become a Subsidiary Guarantor, or (B) a
     Non-Guarantor Subsidiary or a Person that will, upon the making of such
     Investment, become a Non-Guarantor Subsidiary; provided, that (x) the
     aggregate of Investments by the Issuer and the Subsidiary Guarantors in all
     Non-Guarantor Subsidiaries that are not Indebtedness and have not been
     repaid in cash, together with Indebtedness of such Non-Guarantor
     Subsidiaries at any time outstanding in accordance with Section 5.17(b)(iv)
     shall not exceed $15,000,000 and (y) at any time a Default or Event of
     Default has occurred and is continuing, Investments in Non-Guarantor
     Subsidiaries by the Issuer and Subsidiary Guarantors may only be made in
     the ordinary course of business, consistent with past practices in an
     amount not to exceed an additional $2,500,000 after such Default or Event
     of Default has occurred and is continuing and in no event to exceed the
     aggregate amount set forth in clause (x) above;

               (ii) so long as the Person making the Investment is not a
     Non-Guarantor Subsidiary, another Person (other than the Issuer or a
     Restricted Subsidiary) if as a result of such Investment such other Person
     is merged or consolidated with or into, or transfers or conveys all or
     substantially all its assets to, the Issuer or a Guarantor Subsidiary, and
     such merger, consolidation or transfer is otherwise permitted by this
     Indenture;

               (iii) Temporary Cash Investments;

               (iv) receivables owing to the Issuer or any Restricted Subsidiary
     if created or acquired in the ordinary course of business and payable or
     dischargeable in accordance with customary trade terms; provided, however,
     that such trade terms may include such concessionary trade terms as the
     Issuer or any such Restricted Subsidiary deems reasonable under the
     circumstances;

               (v) payroll, travel and similar advances to cover matters that
     are expected at the time of such advances ultimately to be treated as
     expenses for accounting purposes and that are made in the ordinary course
     of business;

               (vi) stock, obligations or securities received in settlement of
     debts created in the ordinary course of business and owing to the Issuer or
     any Restricted Subsidiary or in satisfaction of judgments;

               (vii) any Person or assets to the extent such Investment
     represents the non-cash portion of the consideration received for (A) an
     Asset Disposition as permitted

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     pursuant to Section 5.19, or (B) a disposition of Property that does not
     constitute an Asset Disposition;

               (viii) Guarantees permitted to be issued pursuant to Section 5.17
     of the Indenture;

               (ix) Hedging Obligations entered into by the Issuer or a
     Restricted Subsidiary for the purpose of (A) limiting or hedging interest
     rate risk in the ordinary course of the financial management of the Issuer
     or such Restricted Subsidiary and not for speculative purposes or (B)
     limiting or hedging currency exchange risks in the ordinary course of
     business and not for speculative purposes;

               (x) any Investment in Core Assets with the proceeds of a
     Specified Disposition in accordance with the definition of "Specified
     Disposition"; provided, that any such Investment may only be made if (A) no
     Default or Event of Default shall then be continuing or result therefrom,
     (B) the amount of cash consideration paid in connection with the
     acquisition does not exceed the Net Cash Proceeds received from the related
     sale of Non-Core Assets, and (C) no consents or approvals shall be needed
     for such acquisition (other than those that have been obtained on or prior
     to the date of such acquisition);

               (xi) Investments made by Panavision International L.P. in the
     Capital Stock of Panavision Europe, Ltd. as a result of the conversion of
     approximately $12,500,000 of Indebtedness that was issued prior to the
     Issue Date by Panavision Europe, Ltd. to Panavision International, L.P.;
     and

               (xii) Investments resulting from the exercise of options
     described in clause (v) of the definition of Permitted Liens;

     provided, that all Investments made by EFILM and DHD Ventures shall
constitute "Permitted Investments".

          "Permitted Liens" means, with respect to any Person,

          (a) Liens existing or securing Indebtedness existing on the Issue Date
(other than Liens on the Collateral except to the extent disclosed on Schedule I
hereto);

          (b) Liens existing or securing Indebtedness and other obligations
under the Senior Credit Facility;

          (c) Liens in favor of the Issuer or the Subsidiary Guarantors;

          (d) Liens for employee wages and pledges or deposits by such Person
under worker's compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts
(other than for the payment of Indebtedness) or leases to which such Person is a
party, or deposits to secure public or statutory obligations of

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such Person or deposits of cash or United States government bonds to secure
performance, surety, appeal or similar bonds to which such Person is a party, or
deposits as security for contested taxes or import duties or for the payment of
rent, in each case Incurred in the ordinary course of business;

          (e) Liens imposed by law, such as carriers', warehousemen's and
mechanics' Liens, in each case for sums not past due for a period of more than
30 days or being contested in good faith by appropriate proceedings or other
Liens arising out of judgments or awards against such Person with respect to
which such Person shall then be proceeding with an appeal or other proceedings
for review;

          (f) Liens (other than Liens arising under ERISA) for taxes,
assessments or other governmental charges not yet delinquent or that are being
contested in good faith and by appropriate proceedings if adequate reserves with
respect thereto are maintained on the Issuer's books in accordance with GAAP;

          (g) Liens in favor of issuers of surety, appeal, reclamation or
performance bonds;

          (h) survey exceptions, encumbrances, easements or reservations of, or
rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph
and telephone lines and other similar purposes, or zoning or other restrictions
as to the use of real property or Liens incidental to the conduct of the
business of such Person or to the ownership of its properties which were not
Incurred in connection with Indebtedness and which do not in the aggregate
materially adversely affect the value of said properties or materially impair
their use in the operation of the business of such Person;

          (i) Liens on Property or shares of Capital Stock of another Person at
the time such other Person becomes a Subsidiary of such Person; provided,
however, that such Liens are not created, incurred or assumed in connection
with, or in contemplation of, such other Person becoming such a Subsidiary;
provided further, however, that such Lien may not extend to any other Property
owned by such Person or any of its Subsidiaries;

          (j) any Lien or pledge created or subsisting in the ordinary course of
business over documents of title, insurance policies or sale contracts in
relation to commercial goods to secure the purchase price thereof;

          (k) Liens to secure any Refinancing Indebtedness (or successive
Refinancing Indebtedness) as a whole, or in part, of any Indebtedness permitted
under Section 5.17(e) secured by any Permitted Lien referred to in clauses (a),
(b) or (i); provided, however, that (x) other than with respect to the
Indebtedness under the Senior Credit Facility, such new Lien shall be limited to
all or part of the same Property that secured the original Lien (plus
improvements to or on such Property) and (y) the Indebtedness secured by such
Lien at such time is not increased to any amount greater than the sum of (A) the
outstanding principal amount, or, if greater, committed amount of the
Indebtedness described under clauses (a), (b) or (i) at the time the original
Lien

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became a Permitted Lien and (B) an amount necessary to pay any fees and expenses
related to such Refinancing;

          (l) any attachment, judgment or similar Lien arising in connection
with court or arbitration proceedings, provided that the same are discharged, or
that execution or enforcement thereof is stayed pending appeal, within 30 days
or (in the case of any execution or enforcement pending appeal) such lesser time
during which such appeal may be taken; and

          (m) Liens granted in the ordinary course of business of the Issuer or
any Restricted Subsidiary in favor of issuers of documentary or trade letters of
credit for the account of the Issuer or such Restricted Subsidiary or bankers'
acceptances, which Liens secure the reimbursement obligations of the Issuer or
such Restricted Subsidiary on account of such letters of credit or bankers'
acceptances; provided, however, that each such Lien is limited to (A) the assets
acquired or shipped with the support of such letter of credit or bankers'
acceptances and (B) any Property of the Issuer or such Restricted Subsidiary
which are in the care, custody or control of such issuer in the ordinary course
of business;

          (n) leases and subleases of real property by the Issuer and the
Restricted Subsidiaries (in any such case, as lessor) which do not interfere
with the ordinary conduct of the business of the Issuer or any Restricted
Subsidiary, and which are made on customary and usual terms applicable to
similar properties;

          (o) Liens securing Purchase Money Indebtedness or Capital Lease
Obligations permitted under Section 5.17(k) provided that such liens attach only
to the Property to be acquired, improved or constructed (and any accession or
attachments thereto or substitutions therefor) and any sale or insurance
proceeds thereof and shall not attach to rental contracts or operating leases
between the Issuer or a Restricted Subsidiary and its customer covering such
Property or any proceeds of such rental contracts or operating leases;

          (p) any Liens relating to Hedging Obligations entered into by the
Issuer or a Restricted Subsidiary for the purpose of (A) limiting or hedging
interest rate risk in the ordinary course of the financial management of the
Issuer or such Restricted Subsidiary and not for speculative purposes or (B)
limiting or hedging currency exchange risks in the ordinary course of business
and not for speculative purposes;

          (q) Liens on any Property of any Foreign Subsidiary securing
obligations of such Foreign Subsidiary in respect of Indebtedness permitted by
Section 5.17(l);

          (r) Liens on any Property of PANY securing obligations of PANY in
respect of Indebtedness under the PANY Loan Agreement;

          (s) Liens existing or securing Indebtedness and other obligations
under this Indenture and the Collateral Documents;

          (t) possessory Liens in favor of brokers and dealers arising in
connection with the acquisition or disposition of investments in Temporary Cash
Equivalents; provided that such

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Liens (i) attach only to such investments and (ii) secure only obligations
incurred in the ordinary course and arising in connection with the acquisition
or disposition of such investments and not any obligation in connection with
margin financing;

          (u) Liens in the nature of options in respect of up to 15% of the
Capital Stock of Panavision Canada Holdings Inc. held by its directors, officers
or employees;

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

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

          (x) (i) Liens created by cash collateral agreements entered into by
the Issuer and the "Issuing Lender" (as defined in the Senior Credit Facility)
pursuant to the Senior Credit Facility and (ii) Liens created by cash collateral
agreements entered into by the Issuer and a replacement issuing lender, in each
case of clause (i) and (ii), (x) with respect to the Existing Letters of Credit
(or replacements issued thereby in the same or lesser amounts) and (y) only to
the extent that the aggregate cash collateral covered thereby does not exceed
105% of the face amount of the Existing Letters of Credit.

          "Permitted Reorganization": the proposed reorganization of the Issuer
and its Subsidiaries in which (a) Panavision International LLC, a Delaware
limited liability company, shall be created as a first-tier Subsidiary of the
Issuer, wholly-owned by the Issuer, (b) Panapage Co. LLC, Panapage One LLC,
Panapage Two LLC and Panavision International, L.P. shall be merged into
Panavision International LLC whereby Panavision International LLC will be the
surviving entity and (c) all first-tier Subsidiaries of the Issuer (other than
Panavision International LLC) shall become first-tier Subsidiaries of Panavision
International LLC instead, such that, after giving effect to such
reorganization, Panavision International LLC shall be the only first-tier
Subsidiary of the Issuer.

          "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

          "Plan" means, at a particular time, any employee benefit plan which is
covered by ERISA and in respect of which the Issuer or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

          "Preferred Stock" as applied to the Capital Stock of any Person means
Capital Stock of any class or classes (however designated) which is preferred as
to the payment of

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dividends or distributions, or as to the distribution of assets upon any
voluntary or, involuntary liquidation or dissolution of such Person, over shares
of Capital Stock of any other class of such Person.

          "Principal" of a Note means the principal of the Note plus the
premium, if any, payable on the Note which is due or overdue or is to become due
at the relevant time.

          "Property" means any interest in any kind of property or asset,
whether real, personal or mixed, present or future, or tangible or intangible.

          "Proposed August 2003 Refinancing" means the proposed refinancing of
the Senior Credit Facility in July and August 2003 to be arranged by Credit
Suisse First Boston and Bear Stearns in which the closing thereof never
occurred.

          "Purchase Agreement" means the Note Purchase Agreement, dated as of
the Issue Date, by and among the Issuer and the Initial Purchasers as such
agreement may be amended, restated, modified and supplemented from time to time.

          "Purchase Money Indebtedness" means Indebtedness (i) consisting of the
deferred purchase price of Property, conditional sale obligations, obligations
under any title retention agreement, mortgage financings, other purchase money
obligations and obligations in respect of industrial revenue bonds, and (ii)
issued to finance the acquisition, construction or lease by the Issuer or a
Restricted Subsidiary of such Property, including additions and improvements
thereto; provided, that such Indebtedness is issued within 180 days after the
acquisition, construction or lease of such Property by the Issuer or such
Restricted Subsidiary.

          "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

          "Receivables" means accounts receivables, chattel paper, instruments,
documents or general intangibles evidencing or relating to the right to payment
of money and other similar assets, in each case, relating to such receivables,
including any interest in merchandise or goods, the sale or lease of which gave
rise to such receivables, related contractual rights, guarantees, insurance
proceeds, collections, other related assets and proceeds of all of the
foregoing.

          "recordation" shall have the meaning ascribed to such term in Section
12.2.

          "Recovery Event" means any settlement of or payment in respect of any
property or casualty insurance claim or any condemnation proceeding relating to
any asset (other than inventory and rental assets) of the Issuer or any of its
Restricted Subsidiaries (excluding (a) PANY and its Subsidiaries, so long as
PANY is not required to be a Subsidiary Guarantor, provided, that to the extent
such proceeds are applied to repay the PANY Loan Agreement in full, the
remaining proceeds shall be subject to this provision and (b) to the extent, and
only to the extent, that within 180 days of receipt by the Issuer or any of its
Restricted Subsidiaries of cash proceeds in respect of any such property or
casualty insurance claim or condemnation proceeding (any such proceeds,
"Reinvestment Proceeds"), such Person commences and thereafter diligently
pursues the repair of the Property affected by such event, the repayment of

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any Purchase Money Indebtedness or Capital Lease Obligations with respect to any
such Property affected by such event, or replacement of the Property affected by
such event with substantially similar Property).

          "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange for, such indebtedness. "Refinanced" or
"Refinancing" shall have correlative meanings.

          "Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of the Issuer or any Restricted Subsidiary existing on the Issue
Date or Incurred in compliance with the Indenture, including Indebtedness that
Refinances Refinancing Indebtedness; provided, however, that (a) such
Refinancing Indebtedness has a Stated Maturity no earlier than the Stated
Maturity of the Indebtedness being Refinanced and (b) such Refinancing
Indebtedness has an aggregate principal amount (or if Incurred with original
issue discount, an aggregate issue price) that is equal to or less than the
aggregate principal amount (or if Incurred with original issue discount, the
aggregate accreted value) then outstanding or committed (plus fees and expenses,
including any premium and defeasance costs) under the Indebtedness being
Refinanced, except that with respect to Indebtedness that Refinances the Senior
Credit Facility, such Refinancing Indebtedness shall have an aggregate principal
amount (or if Incurred with original issue discount, an aggregate issue price)
not greater than the amount of Indebtedness permitted under Section 5.17(a);
provided further, however, that Refinancing Indebtedness shall not include
Indebtedness of a Subsidiary that Refinances the Issuer's Indebtedness.

          "Register" shall have the meaning ascribed to such term in Section
2.3.

          "Registrar" shall have the meaning ascribed to such term in Section
2.3.

          "Reinvestment Proceeds" shall have the meaning ascribed to such term
in the definition of "Recovery Event".

          "Reorganization" means, with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.

          "Reportable Event" means any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty day notice
period is waived under regulations promulgated under Title IV of ERISA.

          "Required Holders" means, at any time of determination, Holders of at
least 66 2/3% of the aggregate principal amount of the then outstanding Notes.

          "Responsible Officer" when used with respect to the Trustee, means any
officer within the corporate trust department of the Trustee (or any successor
group of the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the designated officers, and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity

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with the particular subject. When used with respect to the Collateral Trustee,
"Responsible Officer" means any Officer of the Collateral Trustee (or any
successor group of the Collateral Trustee) or any other officer of the
Collateral Trustee customarily performing functions similar to those performed
by any of the designated officers, and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

          "Restricted Payment" with respect to any Person means:

               (i) the declaration or payment of any dividends or any other
     distributions of any sort in respect of its Capital Stock (including any
     payment in connection with any merger or consolidation involving such
     Person) or similar payment to the direct or indirect holders of its Capital
     Stock (other than dividends or distributions payable solely in its Capital
     Stock (other than Disqualified Stock));

               (ii) the purchase, redemption or other acquisition or retirement
     for value of any Capital Stock of the Issuer or any direct or indirect
     parent of the Issuer (including, without limitation, in connection with any
     merger or consolidation involving such Person);

               (iii) the purchase, repurchase, redemption, defeasance or other
     acquisition or retirement for value, prior to scheduled maturity, scheduled
     repayment or scheduled sinking fund payment of any Subordinated Obligations
     (other than the purchase, repurchase or other acquisition of Subordinated
     Obligations purchased in anticipation of satisfying a sinking fund
     obligation, principal installment or final maturity, in each case due
     within one year of the date of acquisition); or

               (iv) the making of any Investment in any Person (other than a
     Permitted Investment).

          "Restricted Security" shall have the same meaning ascribed to the term
"Restricted Security" in Rule 144(a)(3) promulgated under the Securities Act;
provided, that the Trustee shall be entitled to request and conclusively rely
upon an Opinion of Counsel with respect to whether any Note is a Restricted
Security.

          "Restricted Subsidiaries" means each Subsidiary of Issuer and DHD
Ventures.

          "Rule 144" means Rule 144 under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.

          "Rule 144A" means Rule 144A under the Securities Act, as such Rule may
be amended from time to time, or under any similar rule or regulation hereafter
adopted by the Commission.

          "Securities Act" means the Securities Act of 1933, as amended.

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          "Senior Credit Facility" means the credit facility provided pursuant
to that certain Credit Agreement, dated as of May 28, 1998, among the Issuer,
the lenders party thereto, JPMorgan Chase Bank, as administrative agent, and
J.P. Morgan Securities Inc. as sole lead arranger and sole bookrunner, as
amended and restated as of the date hereof (the "Senior Credit Agreement"), and
as may be further amended, supplemented, restated or otherwise modified from
time to time and including any Refinancing Indebtedness thereof, provided, that,
a credit facility shall not be a "Senior Credit Facility" unless (a) either (i)
if the Issuer designates a new credit facility as a "Credit Agreement" under the
Intercreditor Agreement, the lenders and/or agent for the lenders of such credit
facility have become parties to the Intercreditor Agreement pursuant to Section
5.2(f) thereof, or (ii) the lenders and/or agent for the lenders of such credit
facility have entered into an intercreditor agreement with the Trustee and
Collateral Trustee, in form and substance satisfactory to the Required Holders,
(b) counsel to the Issuer has delivered to the Trustee a legal opinion (which
may contain customary exceptions and assumptions) that such credit facility does
not contravene the Indenture or the other Transaction Documents, which opinion
shall be in form and substance reasonably satisfactory to the Trustee, and (c)
the Indebtedness and Liens of such Refinancing are separately permitted
hereunder.

          "Senior Indebtedness" shall have the meaning ascribed to such term in
Section 2.1.

          "Senior Subordinated Note Indenture" means the Indenture dated as of
February 11, 1998 between PX Escrow and The Bank of New York, as trustee,
providing for the issuance of the Existing Senior Subordinated Securities,
together with all instruments and other agreements entered into by the Issuer or
any of its Subsidiaries in connection therewith, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with Section
5.11.

          "Single Employer Plan" means any Plan which is covered by Title IV of
ERISA, but which is not a Multiemployer Plan.

          "Specified Disposition" means any sale of Non-Core Assets, which meets
the following conditions: (a) the Issuer has delivered to the Trustee a written
notice executed by an Officer stating that no Event of Default has occurred and
is continuing and that the Issuer (directly or indirectly through a Subsidiary)
intends and expects to use all or a specified portion of the Net Cash Proceeds
from the sale of Non-Core Assets to acquire Core Assets (defined below); (b) at
least 80% of the consideration received is in the form of cash or Temporary Cash
Investments, (c) the Net Cash Proceeds of such sale (if not used substantially
contemporaneously with the sale to acquire Core Assets (as defined below) are
placed into a cash collateral account in which the Collateral Trustee has a
perfected security interest, prior to all Liens other than the Lien pursuant to
the Senior Credit Facility, and (d) (i) (A) the Issuer or a Restricted
Subsidiary uses such Net Cash Proceeds within 360 days of such sale to acquire
100% of the Capital Stock of one or more entities engaged in the business of
manufacturing, designing, renting and/or selling cameras, lenses, lighting,
lighting grips, power distribution, generation and related transportation
equipment and/or cranes and remote camera heads or components of or equipment
related to any of the foregoing, or to acquire any such business or assets,
whether or not such

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business or assets are located within the United States (collectively, the "Core
Assets"), (B) the Person that owns such Core Assets shall have become a
"Restricted Subsidiary" hereunder, shall have become a "Subsidiary Guarantor"
hereunder and shall have taken all action set forth in Section 11.6 with respect
to future Subsidiary Guarantors, and (C) the Issuer or Restricted Subsidiary
that owns the Capital Stock issued by the Person that owns such Core Assets
shall have pledged the Capital Stock held by the Issuer or Restricted
Subsidiary, as applicable, or (ii) to the extent that such Net Cash Proceeds are
not used as described in clause (i) above by the 360th day of receipt or the
Issuer shall have determined not to acquire such Core Assets, such Net Cash
Proceeds not so used shall constitute "Excess Proceeds" and be used as set forth
in Section 5.19.

          "Specified Event of Default" means (a) an Event of Default with
respect to Section 7.1(a)(i) or Section 7.1(a)(ii), (b) an Event of Default
under Section 7.1(a)(iii) arising out of a default with respect to Section 5.6
or Section 5.7, (c) an Event of Default under Section 7.1(a)(v) arising out of a
payment default in the case of any Indebtedness outstanding under the Senior
Credit Facility, which default continues beyond any applicable cure or grace
period set forth therein, or (d) an Event of Default with respect to Section
7.1(a)(xiii).

          "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).

          "Subordinated Obligation" means (a) any Indebtedness of the Issuer
(whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment, both as to interest and principal, to
the Notes or Subsidiary Guarantees and (b) any Disqualified Stock, and
"Subordinated Obligation" shall include the Mafco Line of Credit.

          "Subsidiary" means, in respect of any Person, any corporation, limited
liability company, association, partnership (general, limited or otherwise) or
other business entity of which more than fifty percent (50%) of the total voting
power of shares of Capital Stock or other interests (including membership or
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by (i) such Person,
(ii) such Person and one or more Subsidiaries of such Person or (iii) one or
more Subsidiaries of such Person.

          "Subsidiary Guarantors" means any Subsidiary that has executed and
delivered in accordance with the Indenture a Subsidiary Guaranty, and each such
Person's successors and assigns; provided, however, notwithstanding anything to
the contrary in this Indenture or any Collateral Documents, the Foreign
Subsidiaries, EFILM, DHD Ventures, and PANY and their respective Subsidiaries
shall not be required to become Subsidiary Guarantors other than as required in
the definition of "Specified Disposition"; provided further that PANY and its
Subsidiaries (other than any Foreign Subsidiaries) shall become Subsidiary
Guarantors in accordance with Section 11.6 upon payment in full of the
Indebtedness and other obligations under the PANY Loan Agreement.

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          "Subsidiary Guaranty" means, when and if required by this Indenture,
the Guarantee by a Domestic Subsidiary (other than EFILM, DHD Ventures and PANY
(except as required pursuant to the second proviso in the definition of
"Subsidiary Guarantor")) or any other Person as required pursuant to the
definition of "Specified Disposition" of the Issuer's obligations with respect
to the Notes. The form of such Guarantee is provided for in the Indenture. Each
Subsidiary Guaranty will be limited in amount to an amount not to exceed the
maximum amount that can be guaranteed by the applicable Domestic Subsidiary
without rendering the Subsidiary Guaranty, as it relates to such Domestic
Subsidiary, voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of creditors generally.

          "Successor Company" shall have the meaning ascribed to such term in
Section 6.1.

          "Tax Sharing Agreement" means that certain Tax Sharing Agreement
entered into as of February 1, 1999, among Mafco Holdings, the Issuer and
certain Subsidiaries of the Issuer signatory thereto, as may be amended,
modified or supplemented from time to time.

          "Temporary Cash Investments" means any of the following: (i) any
investment in U.S. Government Obligations; (ii) investments in time deposit
accounts, certificates of deposit and money market deposits maturing within one
hundred eighty (180) days of the date of acquisition thereof issued by a bank or
trust issuer which is organized under the laws of the United States of America,
any state thereof or any foreign country recognized by the United States, and
which bank or trust issuer has capital, surplus and undivided profits
aggregating in excess of $500.0 million (or the foreign currency equivalent
thereof) and has outstanding debt which is rated "A" (or such similar equivalent
rating) or higher by at least one nationally recognized statistical rating
organization (as defined in Rule 436 under the Securities Act) or any money
market fund sponsored by a registered broker dealer or mutual fund distributor;
(iii) repurchase obligations with a term of not more than thirty (30) days for
underlying securities of the types described in clause (i) above entered into
with a bank or trust company meeting the qualifications described in clause (ii)
above or with a nationally recognized broker-dealer, (iv) investments in
commercial paper, maturing not more than ninety (90) days after the date of
acquisition, issued by a corporation (other than an Affiliate of the Issuer)
organized and in existence under the laws of the United States of America or any
foreign country recognized by the United States of America with a rating at the
time as of which any investment therein is made of "P-1" (or higher) according
to Moody's, or A-1 (or higher) according to S&P's Ratings Group; and (v)
investments in securities with maturities of six months or less from the date of
acquisition (x) issued or fully guaranteed by any state, commonwealth or
territory of the United States of America, or by any political subdivision or
taxing authority thereof, and rated at least "A" by S&P's Ratings Group or "A"
by Moody's or (y) backed by standby or direct pay letters of credit issued by
any bank satisfying the requirements of clause (ii) above.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa- 77bbbb) as in effect on the date of the Indenture; provided, however,
that in the event the Trust Indenture

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Act of 1939 is amended after such date, "Trust Indenture Act" means, to the
extent required by any such amendment, the Trust Indenture Act of 1939 as so
amended.

          "Transaction Charges" means, (a) the aggregate amount of refinancing
costs paid by the Issuer in connection with the Proposed August 2003
Refinancing, not to exceed $2,100,000 and only to the extent incurred during the
fiscal quarters ending June 30, 2003, September 30, 2003 and December 31, 2003,
(b) nonrecurring charges related to or arising out of fees and expenses incurred
in connection with the Sixth and Seventh Amendments to the "Existing Credit
Agreement" as defined in the Senior Credit Agreement on the date hereof, and (c)
nonrecurring charges related to or arising out of fees and expenses incurred in
connection with the execution of this Indenture, the issuance of the Notes, and
the execution and delivery of the Senior Credit Agreement as of the date hereof.

          "Transaction Document" means the Indenture, the Purchase Agreement,
the Notes, the Collateral Documents, each Subsidiary Guaranty, the Notice Side
Letter, and the other agreements, documents, certificates and instruments now or
hereafter executed or delivered by the Issuer or any Subsidiary of Issuer in
connection with this Indenture, in each case, as amended, restated, supplemented
and otherwise modified from time to time.

          "Trigger Date" shall have the meaning ascribed to such term in Section
13.4.

          "Trustee" means the Person named as the "Trustee" in the preamble
hereto until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean
such successor Trustee.

          "UK Pledge Agreement" means that certain Share Charge Deed, dated on
or before January 30, 2004, between Panavision International L.P. and the
Collateral Trustee, as amended, restated, supplemented and otherwise modified
from time to time.

          "U.S." or "United States" means the United States of America.

          "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable at the Issuer's option.

          "Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

          Section 1.2 Incorporation by Reference of Trust Indenture Act.

          Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

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          The following TIA terms used in this Indenture have the following
meanings:

          "indenture securities" means the Notes;

          "indenture security holder" means a Holder of a Note;.

          "indenture to be qualified" means this Indenture;

          "indenture trustee" or "institutional trustee" means the Trustee;

          "obligor" on the Notes means the Issuer, the Subsidiary Guarantors and
any successor obligor upon the Notes.

          All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute, or defined by Commission rule under
the TIA have the meanings so assigned to them.

          Section 1.3 Rules of Construction.

          Unless the context otherwise requires:

          (a) a term has the meaning assigned to it;

          (b) an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;

          (c) "or" is not exclusive;

          (d) words in the singular include the plural, and in the plural
include the singular;

          (e) "herein," "hereof" and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision, and the terms "Article," "Section," "Exhibit" and "Schedule,"
unless otherwise specified or indicated by the context in which used, mean the
corresponding Article or Section of, or the corresponding Exhibit or Schedule
to, this Indenture;

          (f) references to agreements and other instruments include subsequent
amendments, supplements and waivers to such agreements or instruments but only
to the extent not prohibited by this Indenture; and

          (g) provisions apply to successive events and transactions.

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                                   ARTICLE II
                                    THE NOTES

          Section 2.1 Designation; Form and Dating.

          The Indebtedness evidenced by the Notes and otherwise arising under
this Indenture is hereby designated as "Senior Indebtedness" (i) for all
purposes of the provisions evidencing subordination contained in agreements that
provide that the Indebtedness of the Issuer issued pursuant to such agreements
is subordinate to Indebtedness designated as senior indebtedness, and (ii) for
the purposes of any future Indebtedness of the Issuer which the Issuer expressly
makes subordinate to senior indebtedness.

          The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A or Exhibit B, as applicable, attached
hereto, the terms of which are incorporated in and made a part of this
Indenture. Each Note shall include the Subsidiary Guaranty in the form of
Exhibit E attached hereto, executed by each of the Subsidiary Guarantors
existing on the date of issuance of such Note, the terms of which are
incorporated in and made a part of this Indenture. The Notes may have notations,
legends or endorsements required by law, stock exchange rule, agreements to
which the Issuer is subject or usage (provided that any such notation, legend,
or endorsement is in a form acceptable to the Issuer). Each Note shall be dated
the date of its authentication. The Notes shall be issued in denominations of
$1,000 and integral multiples thereof.

          Initially the Notes will be issued in definitive form (the "Definitive
Notes") substantially in the form of Exhibit A attached hereto. As set forth in
Section 2.6 below, the Definitive Notes may be exchanged for Definitive Notes
and/or a beneficial interest in a Note issued in global form (the "Global
Note"), substantially in the form of Exhibit B attached hereto, and a beneficial
interest in a Global Note may be exchanged for Definitive Notes. The Global Note
shall represent the aggregate amount of outstanding Notes from time to time
endorsed thereon; provided, that the aggregate amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the amount of
outstanding Notes represented thereby shall be made by the Trustee, in
accordance with instructions given by the Holder thereof, as required by Section
2.6 hereof.

          Section 2.2 Execution and Authentication.

          The Notes shall be executed on behalf of the Issuer, by manual or
facsimile signature, by an Officer and attested by another Officer by manual or
facsimile signature. If an Officer whose signature is on a Note no longer holds
that office at the time the Note is authenticated, the Note shall nevertheless
be valid.

          A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature of the Trustee shall be conclusive evidence that
the Note has been authenticated under this Indenture. The form of Trustee's
certificate of authentication to be borne

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by the Notes shall be substantially as set forth in Exhibit A or Exhibit B, as
applicable, attached hereto.

          The Trustee shall, upon an Issuer Order, authenticate for original
issue Notes in the aggregate principal amount of up to $104,166,167.

          The Trustee may appoint an authenticating agent acceptable to the
Issuer to authenticate Notes. Any such appointment shall be evidenced by an
instrument signed by the Trustee, a copy of which shall be furnished to the
Issuer. Unless limited by the terms of such appointment, an authenticating agent
may authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authenticating by the Trustee includes authenticating by such
authenticating agent. An authenticating agent has the same rights as an Agent
for service of notice and demands.

          The Issuer, the Trustee, the Collateral Trustee and any agent of the
Issuer, the Trustee or the Collateral Trustee may treat the Person in whose name
any Note is registered on the Register as the owner of such Note for the purpose
of receiving payment of principal (and premium, if any) of and (subject to the
provisions of this Indenture and the Notes with respect to record dates)
interest on such Note and for all other purposes whatsoever, regardless of
whether such Note is overdue, and none of the Issuer, the Trustee, the
Collateral Trustee or any agent of any of the Issuer, the Trustee or the
Collateral Trustee shall be affected by notice to the contrary.

          Section 2.3 Registrar, Paying Agent and Depositary.

          The Issuer shall maintain (a) an office or agency where Notes may be
presented for registration of transfer or for exchange (the "Registrar") and (b)
an office or agency where Notes may be presented or surrendered for payment (the
"Paying Agent"). The Issuer hereby appoints the Trustee as Registrar and Paying
Agent and such appointment may not be withdrawn or changed without the prior
written consent of the Required Holders. The Registrar shall keep a written
register ("Register"), with the name and address of each Holder and the
principal amount and stated interest of each Holder's Note, and of their
transfer and exchange. Thereafter, notwithstanding anything in this Indenture or
in any Transaction Document to the contrary, the rights evidenced by a Note to
receive principal and interest may only be transferred by a Holder to a
transferee by one of two means:

               (1) By the surrender by Holder of the Note to the Registrar,
coupled with an instruction executed by the Holder to the Registrar to re-issue
the Note to the transferee identified in the instruction, in which case
Registrar shall re-issue the Note endorsed with the name and address of any new
Holder or issue a new note in form identical to the surrendered Note made
payable to the transferee (new notes shall be issued in any case where the
Holder's interest is transferred in part only or is transferred to more than one
transferee); or

               (2) By the making by Registrar of an entry in writing in the
Register to reflect the transfer of the ownership of the Note. All Register
entries shall be conclusive, in the absence of manifest error, upon all parties
concerned, and all parties, including the Paying Agent

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and Issuer, shall treat the person whose name is recorded in the Register as the
owner of the Note recorded therein for all purposes of such Note.

          No Note may at any time be endorsed to, or to the order of, bearer.
Prior to any transfer of any Note, any other requirements for transfer set forth
in this Indenture, including without limitation in Section 2.6, that are in
addition to (and not otherwise in conflict with this Section 2.3) must be
satisfied before the Registrar shall recognize any such transfer.

          The Issuer initially appoints DTC to act as Depositary with respect to
the Global Notes. The Trustee shall act as custodian for the Depositary with
respect to the Global Notes.

          Section 2.4 Intentionally Omitted.

          Section 2.5 Holder Lists.

          The Registrar shall preserve in as current a form as is reasonably
practicable the Register. If the Trustee is not the Registrar, the Issuer shall
furnish to the Trustee at least seven Business Days before each Interest Payment
Date and at such other times as the Trustee may request in writing a copy of the
Register updated through such date as the Trustee may reasonably require. Upon
receipt of written request of any Holder, the Registrar shall provide such
Holder with a written copy of the Register updated through the date as such
Holder may reasonably require.

          Section 2.6 Transfer and Exchange.

          (a) Transfer and Exchange of Definitive Notes. When Definitive Notes
are presented by a Holder to the Registrar with a request (1) to register the
transfer of the Definitive Notes or (2) to exchange such Definitive Notes for an
equal principal amount of Definitive Notes of other authorized denominations,
the Registrar shall register the transfer or make the exchange as requested if
its requirements for such transactions are met; provided, that the Definitive
Notes so presented (A) have been duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar duly executed by
such Holder or by his or her attorney, duly authorized in writing; and (B) in
the case of a Restricted Security, such request shall be accompanied by the
following additional documents:

                    (i) if such Restricted Security is being exchanged by a
          Holder for registration in the name of such Holder, without transfer,
          a certification to that effect (in substantially the form of Exhibit C
          attached hereto); or

                    (ii) if such Restricted Security is being transferred to a
          QIB in accordance with Rule 144A, a certification to that effect (in
          substantially the form of Exhibit C attached hereto); or

                    (iii) if such Restricted Security is being transferred to an
          Institutional Accredited Investor which is not a QIB (excluding
          Non-U.S. Persons), a certification to that effect (in substantially
          the form of Exhibit C

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          attached hereto), together with any other documentation reasonably
          required thereby; or

                    (iv) if such Restricted Security is being transferred to the
          Issuer, a certification to that effect (in substantially the form of
          Exhibit C attached hereto); or

                    (v) if such Restricted Security is being transferred
          pursuant to an effective registration statement, a certification to
          that effect (in substantially the form of Exhibit C attached hereto);
          or

                    (vi) if such Restricted Security is being transferred in
          reliance on another exemption from the registration requirements of
          the Securities Act, a certification to that effect (in substantially
          the form of Exhibit C attached hereto) and an opinion of counsel
          reasonably acceptable to the Issuer and the Registrar to the effect
          that such transfer is in compliance with the Securities Act.

          (b) Transfer of a Definitive Note for a Beneficial Interest in a
Global Note. A Definitive Note may be exchanged for a beneficial interest in a
Global Note, or transferred to a Person who takes delivery thereof in the form
of a beneficial interest in a Global Note, only upon receipt by the Trustee of a
Definitive Note, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Trustee, duly executed by such Holder or
by his or her attorney, duly authorized in writing, together with written
instructions directing the Trustee to make an endorsement on the appropriate
Global Note to reflect an increase in the aggregate principal amount of the
Notes represented by such Global Note and, in the case of a Restricted Security,
such instructions shall be accompanied by the following additional documents:

                    (i) if such Restricted Security is being exchanged by a
          Holder for registration in the name of such Holder, without transfer,
          a certification to that effect (in substantially the form of Exhibit C
          attached hereto); or

                    (ii) if such Restricted Security is being transferred to a
          QIB in accordance with Rule 144A, a certification to that effect (in
          substantially the form of Exhibit C attached hereto); or

                    (iii) if such Restricted Security is being transferred to an
          Institutional Accredited Investor which is not a QIB (excluding
          Non-U.S. Persons), a certification to that effect (in substantially
          the form of Exhibit C attached hereto), together with any other
          documentation reasonably required thereby; or

                    (iv) if such Restricted Security is being transferred to the
          Issuer, a certification to that effect (in substantially the form of
          Exhibit C attached hereto); or

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                    (v) if such Restricted Security is being transferred
          pursuant to an effective registration statement, a certification to
          that effect (in substantially the form of Exhibit C attached hereto);
          or

                    (vi) if such Restricted Security is being transferred in
          reliance on another exemption from the registration requirements of
          the Securities Act, a certification to that effect (in substantially
          the form of Exhibit C attached hereto) and an opinion of counsel
          reasonably acceptable to the Issuer and the Registrar to the effect
          that such transfer is in compliance with the Securities Act;

in which case the Trustee shall cancel such Definitive Note and cause the
aggregate principal amount of Notes represented by the appropriate Global Note
to be increased accordingly. If no Global Note is then outstanding, the Issuer
shall issue, and the Trustee shall authenticate, a Global Note in the
appropriate principal amount.

          (c) Transfer and Exchange of Global Notes. The transfer and exchange
of Global Notes or beneficial interests therein shall be effected through the
Depositary in accordance with this Indenture and the procedures of the
Depositary therefor. In connection with all transfers or exchanges of beneficial
interests in Global Notes, the Holder proposing to transfer or exchange such
beneficial interest shall deliver to the Depository (1) a written order from a
Person who has an account with the Depository (or a Person holding a beneficial
interest in a Global Note through such person having an account) given to the
Depository in accordance with the procedures of the Depository, directing the
Depository to credit or cause to be credited a beneficial interest in the Global
Note equal to the beneficial interest to be transferred or exchanged and (2)
instructions given in accordance with the procedures of the Depository
containing information regarding the account to be credited with such increase.
In the case of a Restricted Security, such instructions shall be accompanied by
the following additional documents:

                    (i) if such Restricted Security is being exchanged by a
          Holder for registration in the name of such Holder, without transfer,
          a certification to that effect (in substantially the form of Exhibit C
          attached hereto); or

                    (ii) if such Restricted Security is being transferred to a
          QIB in accordance with Rule 144A, a certification to that effect (in
          substantially the form of Exhibit C attached hereto); or

                    (iii) if such Restricted Security is being transferred to an
          Institutional Accredited Investor which is not a QIB (excluding
          Non-U.S. Persons), a certification to that effect (in substantially
          the form of Exhibit C attached hereto), together with any other
          documentation reasonably required thereby; or

                    (iv) if such Restricted Security is being transferred to the
          Issuer, a certification to that effect (in substantially the form of
          Exhibit C attached hereto); or

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                    (v) if such Restricted Security is being transferred
          pursuant to an effective registration statement, a certification to
          that effect (in substantially the form of Exhibit C attached hereto);
          or

                    (vi) if such Restricted Security is being transferred in
          reliance on another exemption from the registration requirements of
          the Securities Act, a certification to that effect (in substantially
          the form of Exhibit C attached hereto) and an opinion of counsel
          reasonably acceptable to the Issuer and the Registrar to the effect
          that such transfer is in compliance with the Securities Act;

in which case the Depository shall credit or cause to be credited a beneficial
interest in the Global Note equal to the beneficial interest to be transferred
or exchanged.

          (d) Transfer of a Beneficial Interest in a Global Note for a
Definitive Note. A beneficial interest in a Global Note may be exchanged for a
Definitive Note, or transferred to a Person who takes delivery thereof in the
form of a Definitive Note, upon the receipt (1) of a written order from a Person
who has an account with the Depository (or a Person holding a beneficial
interest in a Global Note through such person having an account) given to the
Depository in accordance with the procedures of the Depository, directing the
Depository to cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged and (2) instructions, given
by the Depository to the Registrar, containing information regarding the Person
in whose name such Definitive Note shall be registered to effect such exchange
or transfer. In the case of a Restricted Security, such instructions shall be
accompanied by the following additional documents:

                    (i) if such Restricted Security is being exchanged by a
          Holder for registration in the name of such Holder, without transfer,
          a certification to that effect (in substantially the form of Exhibit C
          attached hereto); or

                    (ii) if such Restricted Security is being transferred to a
          QIB in accordance with Rule 144A, a certification to that effect (in
          substantially the form of Exhibit C attached hereto); or

                    (iii) if such Restricted Security is being transferred to an
          Institutional Accredited Investor which is not a QIB (excluding
          Non-U.S. Persons), a certification to that effect (in substantially
          the form of Exhibit C attached hereto), together with any other
          documentation reasonably required thereby; or

                    (iv) if such Restricted Security is being transferred to the
          Issuer, a certification to that effect (in substantially the form of
          Exhibit C attached hereto); or

                    (v) if such Restricted Security is being transferred
          pursuant to an effective registration statement, a certification to
          that effect (in substantially the form of Exhibit C attached hereto);
          or

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                    (vi) if such Restricted Security is being transferred in
          reliance on another exemption from the registration requirements of
          the Securities Act, a certification to that effect (in substantially
          the form of Exhibit C attached hereto) and an opinion of counsel
          reasonably acceptable to the Issuer and the Registrar to the effect
          that such transfer is in compliance with the Securities Act;

in which case the Trustee shall, in accordance with the standing instructions
and procedures existing between the Depositary and the Trustee, cause the
aggregate principal amount of Global Notes to be reduced accordingly and,
following such reduction, the Issuer shall execute and the Trustee shall
authenticate and deliver to the transferee a Definitive Note in the appropriate
principal amount. Definitive Notes issued in exchange for a beneficial interest
in a Global Note shall be registered in such names and in such authorized
denominations as the Depositary shall instruct the Trustee.

          (e) Transfer and Exchange of the Global Note as a Whole.
Notwithstanding any other provision of this Indenture, the Global Note may not
be transferred except in whole, and not in part, by the Depositary to a nominee
of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary; provided, that
if:

                    (i) the Depositary (a) notifies the Issuer that the
          Depositary is unwilling or unable to continue as Depositary or has
          ceased to be a clearing agency registered under the Exchange Act and
          (b) a successor Depositary is not appointed by the Issuer within
          ninety (90) days after delivery of such notice; or

                    (ii) the Issuer, at its sole discretion, notifies the
          Trustee in writing that it elects to cause the issuance of Definitive
          Notes in exchange for the Global Note under this Indenture,

          then the Issuer shall execute and the Trustee shall authenticate and
          deliver, Definitive Notes in an aggregate principal amount equal to
          the aggregate principal amount of the Global Note in exchange for such
          Global Note in such names and in such authorized denominations as the
          Depositary shall instruct the Trustee.

          (f) Cancellation and/or Adjustment of Global Note. At such time as all
beneficial interests in the Global Note have either been exchanged for
Definitive Notes, redeemed, repurchased or canceled, or the Global Note has been
redeemed, repurchased or canceled, in whole and not in part, the Global Note
shall be returned to (or retained by) and canceled by the Trustee in accordance
with Section 2.11. At any time prior to such cancellation, if any beneficial
interest in the Global Note is exchanged for Definitive Notes, redeemed,
repurchased or canceled, the aggregate principal amount of Notes represented by
such Global Note shall be reduced accordingly and an endorsement shall be made
on such Global Note by the Trustee or by the Depositary at the direction of the
Trustee to reflect such reduction.

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          (g) General Provisions Relating to Transfers and Exchanges. To permit
registrations of transfers and exchanges, the Issuer shall execute and the
Trustee shall authenticate Definitive Notes and Global Notes at the Registrar's
request. All Definitive Notes and Global Notes issued upon any registration of
transfer or exchange of Definitive Notes or Global Notes shall be legal, valid
and binding obligations of the Issuer, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Definitive Notes or Global Notes
surrendered upon such registration of transfer or exchange.

          No service charge shall be made to a Holder for any registration of
     transfer or exchange, but the Issuer or the Trustee may require payment of
     a sum sufficient to cover any transfer tax or similar governmental charge
     payable in connection therewith (other than any such transfer taxes or
     similar governmental charge payable upon exchange (without transfer to
     another person) pursuant to Section 2.10, Section 3.6, Section 5.15,
     Section 5.19, and Section 10.5, in which events the Issuer shall be
     responsible for such payment).

          Neither the Issuer nor the Trustee shall be required to (i) issue,
     register the transfer of or exchange of Notes during a period beginning at
     the opening of business fifteen (15) days before the day of any selection
     of Notes for redemption under Section 3.2 and ending at the close of
     business on the day of selection; or (ii) register the transfer of or
     exchange of any Note so selected for redemption in whole or in part, except
     the unredeemed portion of any Note being redeemed in part; or (iii)
     register the transfer of or exchange a Note between a record date and the
     next succeeding Interest Payment Date.

          Prior to due presentment for the registration of a transfer of any
     Note, the Trustee, the Collateral Trustee, any Agent and the Issuer may
     deem and treat the Person in whose name any Note is registered on the
     Register as the absolute owner of such Note for all purposes, and none of
     the Trustee, the Collateral Trustee, any Agent or the Issuer shall be
     affected by notice to the contrary. The Trustee is not required to
     ascertain whether any transfer complies with the securities laws provided,
     however, that the Trustee shall be required to review for accuracy any and
     all certificates that are required to be provided in connection with any
     contemplated transfer.

          Section 2.7 Replacement Notes.

          If any mutilated Note is surrendered to the Trustee, or if the Holder
of a Note claims that the Note has been lost, destroyed or wrongfully taken, the
Issuer shall issue and the Trustee shall authenticate a replacement Note if the
Holder of such Note furnishes to the Issuer and the Trustee evidence reasonably
acceptable to them of the ownership and the destruction, loss or theft of such
Note and if the requirements of Section 8-405 of the New York Uniform Commercial
Code as in effect from time to time are met. If required by the Trustee or the
Issuer, an affidavit of lost certificate and an indemnity bond must be supplied
by the Holder that is sufficient in the judgment of the Trustee and the Issuer
to protect the Issuer, the Trustee, any Agent or any authenticating agent from
any loss that any of them may suffer if a Note is replaced. The Trustee may
charge for its expenses in replacing a Note, and the Issuer may charge such
Holder for the Issuer's reasonable out-of-pocket expenses in replacing such
Note.

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Notwithstanding anything in the foregoing to the contrary, in case any such
mutilated, lost, destroyed or wrongfully taken Note has become or is about to
become due and payable, so long as no Default or Event of Default has occurred
and is continuing, the Issuer in its discretion may pay such Note pursuant to
the provision of this Indenture under which payment is due instead of issuing a
new Note in replacement thereof.

          Upon the issuance of any new Note under this Section 2.7, the Issuer
and the Trustee may require the payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith.

          Every replacement Note is an obligation of the Issuer and shall be
entitled to all of the benefits of this Indenture and the Collateral Documents
equally and proportionately with all other Notes duly issued hereunder.

          Section 2.8 Outstanding Notes.

          The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section 2.8 as not outstanding.

          If a Note is replaced pursuant to Section 2.7, the replaced Note
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser.

          If the principal amount of any Note is considered paid under Section
5.1 it ceases to be outstanding and interest on it ceases to accrue.

          Subject to Section 2.9, a Note does not cease to be outstanding
because the Issuer or an Affiliate of the Issuer holds the Note.

          Section 2.9 Treasury Notes.

          In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Issuer or any Affiliate of the Issuer shall be considered as though not
outstanding, except that for purposes of determining whether the Trustee shall
be protected in relying on any such direction, waiver or consent, only Notes
that a Responsible Officer of the Trustee knows to be so owned shall be
considered as not outstanding.

          The Issuer shall notify the Trustee and the Initial Holders in writing
promptly upon the acquisition of any Notes by the Issuer or any of its
Affiliates.

          Section 2.10 Temporary Notes.

          Pending the preparation of Definitive Notes, the Issuer (and the
Subsidiary Guarantors) may execute, and upon an Issuer Order, the Trustee shall
authenticate and deliver,

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temporary Notes that are printed, lithographed, typewritten, mimeographed or
otherwise reproduced, in any authorized denomination, substantially of the tenor
of the Definitive Notes in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Notes may determine, as conclusively evidenced by their
execution of such Notes.

          If temporary Notes are issued, the Issuer (and the Subsidiary
Guarantors) shall cause Definitive Notes to be prepared without unreasonable
delay. The Definitive Notes shall be printed, lithographed or engraved, or
provided by any combination thereof, or in any other manner permitted by the
rules and regulations of any principal national securities exchange, if any, on
which the Notes are listed, all as determined by the Officers executing such
Definitive Notes. After the preparation of Definitive Notes, the temporary Notes
shall be exchangeable for Definitive Notes upon surrender of the temporary Notes
at the office or agency maintained by the Issuer for such purpose pursuant to
Section 5.2, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Notes, the Issuer (and the Subsidiary Guarantors)
shall execute, and the Trustee shall authenticate and make available for
delivery, in exchange therefor the same aggregate principal amount of Definitive
Notes of authorized denominations. Until so exchanged, the temporary Notes shall
in all respects be entitled to the same benefits under this Indenture as
Definitive Notes.

          Section 2.11 Cancellation.

          The Issuer at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment and
not previously received by the Trustee. The Trustee and no one else shall cancel
all Notes surrendered for registration of transfer, exchange, payment,
replacement or cancellation and shall retain or destroy canceled Notes in
accordance with its normal practices (subject to the record retention
requirement of the Exchange Act) unless the Issuer directs the Notes to be
returned to it. The Issuer may not issue new Notes to replace Notes that have
been redeemed or paid or that have been delivered to the Trustee for
cancellation. All such Notes shall be canceled by the Trustee and returned to
the Issuer pursuant to a written order signed by one Officer of the Issuer.

          Section 2.12 Defaulted Interest.

          If a Specified Event of Default has occurred, the Notes shall bear
interest at a rate per annum equal to 2.5% in excess of the interest rate
otherwise applicable to the Notes until the date on which such Specified Event
of Default is cured or waived in accordance with Section 7.3. If the Issuer
defaults in a payment of interest on the Notes, it shall pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on
the defaulted interest, to the Persons who are Holders on a subsequent special
record date, which date shall be at the earliest practicable date but in all
events at least ten (10) Business Days prior to the payment date, in each case
at the rate provided in the Notes and in Section 5.1. The Issuer shall, with the
consent of the Trustee, fix or cause to be fixed each such special record date
and payment date. At least fifteen (15) days before the special record date, the
Issuer (or the Trustee, in the name of and at the expense of the Issuer, upon
ten (10) days written notice to the Trustee) shall mail to the

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Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.

          Section 2.13 Legends.

          (a) Except as permitted by Section 2.13(b), initially each Note shall
bear legends relating to restrictions on transfer pursuant to the securities
laws in substantially the form set forth on Exhibit D attached hereto.

          (b) Upon any sale or transfer of a Restricted Security pursuant to
Rule 144 under the Securities Act or pursuant to an effective registration
statement under the Securities Act, in each case in accordance with the
provisions of Section 2.6, as applicable:

                    (i) in the case of any Restricted Security that is a
          Definitive Note, the Registrar shall permit the Holder thereof to
          exchange such Restricted Security for a Definitive Note that does not
          bear the legends required by subsection (a) above and rescind any
          restriction on the transfer of such Restricted Security, if the
          transferor thereof certifies in writing to the Registrar that such
          sale or transfer is being made in reliance on Rule 144 or pursuant to
          an effective registration statement, as applicable; and

                    (ii) in the case of any Restricted Security represented by a
          Global Note, such Restricted Security shall not be required to bear
          the legends required by subsection (a) above, provided, that with
          respect to any request for an exchange of a Restricted Security that
          is represented by a Global Note for a Definitive Note that does not
          bear the legends required by subsection (a) above, which request is
          made in reliance upon Rule 144 or pursuant to an effective
          registration statement, as applicable, the Holder thereof shall
          certify in writing to the Registrar that such request is being made
          pursuant to Rule 144 or pursuant to an effective registration
          statement, as applicable.

          Section 2.14 Deposit of Moneys.

          Subject to Section 3.5, prior to 11:00 a.m. (New York, New York time)
on each date on which the principal of, premium, if any, and interest on the
Notes are due, the Issuer shall deposit with the Trustee or Paying Agent in
immediately available funds money sufficient to make cash payments, if any, due
on such date in a timely manner which permits the Trustee or such Paying Agent
to remit payment to the Holders on such date.

          Any money deposited with the Trustee or any Paying Agent, or received
by the Trustee or Paying Agent pursuant to Section 3.5 or ARTICLE IX, or then
held by the Issuer, in trust for the payment of the principal of (and premium,
if any), or interest, if any, on the Notes and remaining unclaimed for two years
after such principal (and premium, if any), or interest, if any, has become due
and payable shall be paid to the Issuer upon its written request (unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law), or (if then held by the Issuer) shall be discharged
from such trust; and the Holder

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of such Note shall thereafter, as an unsecured general creditor, look only to
the Issuer for payment thereof (unless the Issuer has remitted required moneys
or property to the appropriate governmental authority under any applicable
escheat or abandoned or unclaimed property laws, or has otherwise been
discharged under such laws or laws of similar applicability, in which case such
Holder shall look solely to its remedies (if any) under such laws and not to the
Issuer), and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Issuer as trustee thereof shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Issuer cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in The City of New York or mailed to Holders entitled to such notice, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than thirty (30) days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the Issuer.

          Section 2.15 CUSIP Numbers.

          The Issuer in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Issuer will promptly notify the Trustee of any
change in the "CUSIP" numbers.

                                  ARTICLE III

                                   REDEMPTION

          Section 3.1 Notices to Trustee.

          If the Issuer elects or is required to redeem Notes pursuant to
Section 3.7 or Section 3.8, it shall furnish to the Trustee, at least forty-five
(45) days but not more than sixty (60) days before a redemption date, an
Officers' Certificate setting forth (a) the clause of Section 3.7 pursuant to
which the redemption shall occur, if any, (b) the redemption date, (c) the
principal amount of Notes to be redeemed and (d) the redemption price.

          Section 3.2 Selection of Notes to Be Redeemed.

          If less than all the Notes are to be redeemed pursuant to Section 3.7,
the Trustee shall select the Notes to be redeemed in compliance with the
requirements of the principal national securities exchange, if any, on which the
Notes are listed, or, if the Notes are not so listed, pro rata, by lot or by
such method as the Trustee deems to be fair and appropriate; provided, that
Notes in denominations of $1,000 or less may not be redeemed in part; provided,
further, that with respect to a Global Note selection of the portion of the
Global Note to be redeemed shall be done by the DTC. The Trustee shall promptly
notify the Issuer in writing of the Notes selected for redemption and, in the
case of any Note selected for partial redemption, the principal amount thereof
to be redeemed. Notes and portions of Notes selected for

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redemption shall be in amounts of $1,000 or whole multiples of $1,000.
Provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

          Section 3.3 Notice of Redemption.

          At least thirty (30) days but not more than sixty (60) days before a
redemption date, the Issuer shall mail a notice of redemption by first class
mail to each Holder whose Notes are to be redeemed at such Holder's registered
address. The notice shall identify the Notes to be redeemed and shall state:

          (a) the redemption date;

          (b) the redemption price;

          (c) if any Note is being redeemed in part only, the portion of the
principal amount of such Note to be redeemed and that, after the redemption
date, upon cancellation of the original Note, a new Note or Notes in principal
amount equal to the unredeemed portion shall be issued;

          (d) the name and address of the Paying Agent;

          (e) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

          (f) that, unless the Issuer defaults in making such redemption
payment, interest on Notes or portions of Notes called for redemption shall
cease to accrue on and after the redemption date;

          (g) the paragraph of the Notes and/or the section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; and

          (h) the CUSIP number (if any) of the Notes to be redeemed.

          At the Issuer's request, the Trustee shall give the notice of
redemption in the name of the Issuer and at the Issuer's expense; provided that
the Issuer shall deliver to the Trustee at least thirty-five (35) days (unless a
shorter period is acceptable to the Trustee) prior to the redemption date, an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

          Section 3.4 Effect of Notice of Redemption.

          Once notice of redemption has been mailed to the Holders in accordance
with Section 3.3, Notes called for redemption become due and payable on the
redemption date at the redemption price, including any premium plus accrued and
unpaid interest through the redemption date stated in the notice of redemption.
At any time prior to the mailing of a notice of redemption to the Holders
pursuant to Section 3.3, the Issuer may withdraw, revoke or rescind

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any notice of redemption delivered to the Trustee without any continuing
obligation to redeem the Notes as contemplated by such notice of redemption.

          Section 3.5 Deposit of Redemption Price.

          At or before 10:00 a.m. on the redemption date, the Issuer shall
deposit with the Trustee (to the extent not already held by the Trustee) or with
the Paying Agent immediately available funds in an amount sufficient to pay the
redemption price of and accrued interest on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall return to the Issuer any funds
deposited with the Trustee or the Paying Agent by the Issuer in excess of the
amounts necessary to pay the redemption price of, and accrued interest on, all
Notes to be redeemed.

          Interest on the Notes to be redeemed shall cease to accrue on the
applicable redemption date, regardless of whether such Notes are presented for
payment, if the Issuer makes or deposits the redemption payment in accordance
with this Section 3.5. If any Note called for redemption shall not be paid upon
surrender for redemption because of the failure of the Issuer to comply with the
preceding paragraph, interest shall be paid on the unpaid principal, from the
redemption date until such principal is paid, and to the extent lawful on any
interest not paid on such unpaid principal, in each case at the rate provided in
the Notes.

          Section 3.6 Notes Redeemed in Part.

          Upon surrender of a Note that is redeemed in part, the Issuer shall
issue and the Trustee shall authenticate for the Holder at the expense of the
Issuer a new Note equal in principal amount to the unredeemed portion of the
Note surrendered upon cancellation of the original Note; provided, that each
such new Note will be in a principal amount of $1,000 or integral multiple
thereof.

          Section 3.7 Optional Redemption.

          The Notes are not redeemable at the Issuer's option prior to January
16, 2006. Thereafter, the Notes will be subject to redemption at the option of
the Issuer, in whole or in part, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest, if any, thereon, if any, to the applicable redemption date, if
redeemed as set forth below.

                                                                      Percentage
                                                                      ----------
On or after January 16, 2006 through January 15, 2007..............    108.000%
January 16, 2007 through January 15, 2008..........................    106.000%
January 16, 2008 through January 15, 2009..........................    103.000%

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          Section 3.8 Mandatory Redemption.

          (a) Except as set forth in Section 5.15 and Section 5.19 and as set
forth in clause (b) below, the Issuer shall not be required to make mandatory
redemption payments with respect to the Notes. The Notes shall not have the
benefit of any sinking fund.

          (b) When the Net Cash Proceeds (excluding Reinvestment Proceeds)
received by the Issuer and the Restricted Subsidiaries (other than DHD, PANY or
their Subsidiaries so long as such Person is not required to be a Subsidiary
Guarantor, provided that if such Net Cash Proceeds are received by PANY or its
Subsidiaries and used to pay the PANY Loan Agreement in full, the remaining Net
Cash Proceeds shall be subject to this provision) from one or more Recovery
Events exceeds $5,000,000, the Issuer shall, within thirty (30) days after the
end of the 180-day period referred to in the definition of "Recovery Event",
apply all such Net Cash Proceeds (1) first, to permanently reduce the principal
amount outstanding, together with interest thereon, under the Senior Credit
Agreement, without premium or penalty (other than breakage costs, if any), (2)
second, to the extent of any remaining Net Cash Proceeds, to make an Offer to
Purchase outstanding Notes at one hundred percent (100%) of their principal
amount plus accrued and unpaid interest thereon to the Payment Date, and (3)
third, to the extent of any remaining Net Cash Proceeds following the completion
of the foregoing, to any other use as determined by the Issuer which is not
otherwise prohibited by the Indenture. Notwithstanding the foregoing, if EFILM
or any Subsidiary of EFILM receives any Net Cash Proceeds from any Recovery
Event, such Net Cash Proceeds shall be deemed not to have been received by the
Issuer or any of the Restricted Subsidiaries for purposes of this Section 3.8
except to the extent actually received by the Issuer or any Subsidiary Guarantor
in the form of cash dividends or cash distributions.

          Section 3.9 Taxes.

          (a)  Payment of Taxes.

               (i) Any and all payments made by the Issuer hereunder or under
     any Note shall be made free and clear of, and without deduction or
     withholding for or on account of, any and all present or future income or
     other taxes, levies, imposts, duties, fees, deductions, charges,
     withholdings, and all stamp or documentary taxes, excise taxes, ad valorem
     taxes and other taxes imposed on the value of the Property or any Note, now
     or hereafter imposed, levied, collected, withheld or assessed by any
     Governmental Authority, which arise from the execution, delivery or
     registration, or from payment or performance under, or otherwise with
     respect to, any of the Transaction Documents or the Notes, and all other
     liabilities with respect thereto, excluding, in the case of each Holder,
     Trustee and Collateral Trustee, (A) taxes imposed on its income, capital,
     receipts, property, profits or gains, and franchise taxes imposed on it by
     the Governmental Authority of any jurisdiction or any political subdivision
     thereof or therein as a result of a present or former connection between
     such Holder, Trustee, or Collateral Trustee and the jurisdiction of the
     Governmental Authority or any political subdivision thereof or therein
     (other than any such connection arising solely from such Holder, Trustee or
     Collateral Trustee having executed, delivered or performed its obligations
     or received a payment

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     under, or enforced, any of the Transaction Documents), (B) any taxes that
     are attributable to such Holder's failure to comply with the requirements
     of Section 3.9(d) but only where such failure causes an exemption or
     reduction in withholding tax that would otherwise be available to become
     unavailable, or (C) any withholding taxes imposed on amounts payable to a
     Holder at the time such Holder becomes a party to this Indenture, except to
     the extent that such Holder's assignor (if any) was entitled, at the time
     of assignment, to receive additional amounts from the Issuer with respect
     to such Non-Excluded Taxes pursuant to this Section 3.9(a) (all such
     non-excluded taxes, levies, imposts, duties, deductions, charges, fees,
     withholdings and liabilities being herein referred to as "Non-Excluded
     Taxes").

               (ii) If the Issuer shall be required by law to withhold or deduct
     any Non-Excluded Taxes or Other Taxes (as defined in this Section 3.9) from
     or in respect of any sum payable hereunder or under any Note or other
     Transaction Document (A) the sum payable to such Holder, Collateral Trustee
     or Trustee shall be increased as may be necessary so that after making all
     required withholding or deductions (including withholding or deductions
     applicable to additional sums payable under this Section 3.9) such Holder,
     Trustee or Collateral Trustee receives an amount equal to the sum it would
     have received had no such withholding or deductions been made, (B) the
     Issuer shall make such withholding or deductions, and (C) the Issuer shall
     pay the full amount withheld or deducted to the relevant taxation authority
     or other authority in accordance with applicable law.

               (iii) The Issuer agrees to pay any Non-Excluded Taxes (including
     but not limited to any current or future stamp or documentary taxes or any
     other excise or property taxes, charges or similar levies) which arise from
     any payment made hereunder or from the execution, delivery or registration
     of, performance under, or otherwise with respect to, this Indenture or the
     Notes (all such taxes and levies being referred to in this Section 3.9 as
     "Other Taxes"). Whenever any Non-Excluded Taxes or Other Taxes are payable
     by the Issuer, within 30 days thereafter the Issuer shall send to the
     Trustee for the account of the relevant Holder a certified copy of an
     original official receipt received by the Issuer showing payment thereof.

          (b) Indemnification. The Issuer agrees to indemnify each Holder, the
Collateral Trustee and the Trustee from and against, and reimburse each on
demand for, the full amount of all Non-Excluded Taxes and Other Taxes
(including, without limitation, any Non-Excluded Taxes and Other Taxes imposed
by any Governmental Authority on amounts payable under this Section 3.9 and any
additional income or franchise taxes resulting therefrom) imposed upon, incurred
or paid by such Holder, Trustee or Collateral Trustee or any of their respective
Affiliates and any liability (including penalties, interest, and out-of-pocket
expenses paid to third parties) arising therefrom or with respect thereto
(whether directly or indirectly), whether or not such Non-Excluded Taxes or
Other Taxes were lawfully payable (other than any liability that results from
the gross negligence or willful misconduct of the Holders, the Trustee or the
Collateral Trustee), and whether or not such Non-Excluded Taxes or Other Taxes
were correctly or legally asserted by the relevant taxing authority or other
Governmental Authority. A

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certificate as to any additional amount payable to any Person under this Section
3.9 submitted by it to the Issuer shall, absent manifest error, be final,
conclusive and binding upon all parties hereto.

          (c) Refunds and Tax Benefits. If a Holder, Trustee or Collateral
Trustee shall become aware that it is entitled to claim a refund from a
Governmental Authority in respect of Non-Excluded Taxes or Other Taxes with
respect to which the Issuer has paid additional amounts pursuant to this Section
3.9, it promptly shall notify the Issuer of the availability of such refund
claim. Upon receipt of a written request from the Issuer, such Holder, Trustee
or Collateral Trustee shall use reasonable efforts to file a timely claim to
such taxation authority for such refund, solely at the Issuer's expense. If a
Holder, Trustee or Collateral Trustee receives a refund (including pursuant to a
claim for refund made pursuant to the preceding sentence) or a permanent net tax
benefit in respect of any Non-Excluded Taxes or Other Taxes with respect to
which the Issuer has paid additional amounts pursuant to this Section 3.9, it
shall within 30 days from the date of such receipt pay over the amount of such
refund or permanent net tax benefit to the Issuer, net of all reasonable
out-of-pocket expenses of such Holder, Trustee or Collateral Trustee and without
interest (other than interest paid by the relevant taxation authority with
respect to such refund); provided that the Issuer, upon the request of such
Holder, Trustee or Collateral Trustee, agrees to promptly repay the amount paid
over to the Issuer (plus penalties, interest and other reasonable charges) to
such Holder, Trustee or Collateral Trustee in the event such Holder, Trustee or
Collateral Trustee is required to repay such refund to such taxation authority
or loses such net tax benefit.

          (d)  Forms and certifications by Non-US Lenders.

               (i) Each Holder that is not a "United States person" as defined
     in Code Section 7701(a)(30) (a "Non-U.S. Holder") shall deliver to the
     Issuer two copies of either U.S. Internal Revenue Service Form W-8BEN or
     Form W-8ECI, or, in the case of a Non-U.S. Holder claiming exemption from
     U.S. federal withholding tax under Section 871(h) or 881(c) of the Code
     with respect to payments of "portfolio interest" a statement substantially
     in the form of Exhibit G and a Form W-8BEN or, in either case, any
     subsequent versions thereof or successors thereto, properly completed and
     duly executed by such Non-U.S. Holder claiming complete exemption from, or
     a reduced rate of, U.S. federal withholding tax on all payments by the
     Issuer under this Indenture and the other Transaction Documents. Such forms
     shall be delivered by each Non-U.S. Holder on or before the date it
     acquires any Note. In addition, each Non-U.S. Holder shall deliver such
     forms within ten (10) Business Days after receipt of a written notification
     from the Issuer, Trustee or Registrar that any form previously delivered by
     such Non-U.S. Holder is invalid or is due to expire or to become obsolete.
     No Holder shall be treated for purposes of this Indenture, including
     without limitation for purposes of Section 3.9(a)(i)(C), to have failed to
     timely deliver any documentation required pursuant to this Section 3.9(d)
     unless such Holder does not deliver such documentation within such ten (10)
     Business Day period. Each Non-U.S. Holder shall promptly notify the Issuer
     at any time it determines that it is no longer in a position to provide any
     previously delivered certificate to the Issuer (or any other form of
     certification adopted

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     by the U.S. taxing authorities for such purpose). Notwithstanding any other
     provision of this Section 3.9(d), a Non-U.S. Holder shall not be required
     to deliver any form pursuant to this Section 3.9(d) that such Non-U.S.
     Holder is not legally able to deliver.

               (ii) A Holder that is entitled to an exemption from or reduction
     of non-U.S. withholding tax under the law of the jurisdiction in which the
     Issuer is located, or any treaty to which such jurisdiction is a party,
     with respect to payments under this Indenture shall timely deliver to the
     Issuer (with a copy to the Trustee), such properly completed and executed
     documentation prescribed by applicable law as will permit such payments to
     be made without withholding or at a reduced rate; provided, that such
     Holder is legally entitled to complete, execute and deliver such
     documentation and in such Holder's reasonable judgment such completion,
     execution or submission would not materially prejudice the legal position
     of such Holder; provided, further, that such Holder shall not be treated
     for purposes of this Indenture, including without limitation for purposes
     of Section 3.9(a)(i)(C), to have failed to timely deliver such
     documentation to Issuer, unless Holder does not deliver such documentation
     within ten (10) Business Days after receipt of a written notification from
     the Issuer, Trustee or Registrar that any documentation previously
     delivered by such Holder is invalid or due to expire or to become obsolete.

          (e) Cooperation. Each Holder agrees, upon written request from the
Issuer, to use reasonable efforts (subject to overall policy considerations of
such Holder) to avoid or minimize any amounts that might otherwise be payable by
Issuer pursuant to this Section 3.9; provided that such effort shall not impose
on any Holder any additional costs or any other economic, legal, regulatory or
other disadvantage, as determined in Holder's sole discretion; provided,
further, that nothing in this Section 3.9(e) shall affect or postpone any of the
obligations of the Issuer or the rights of any Holder pursuant to this Section
3.9.

     This Section 3.9 shall survive termination of this Indenture and Legal
Defeasance and Covenant Defeasance.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

          Section 4.1 Satisfaction and Discharge of Indenture.

          This Indenture shall upon written request of the Trustee by Issuer
cease to be of further effect with respect to Notes (except as to any surviving
rights of registration of transfer, exchange or replacement of such Notes herein
expressly provided for), and the Trustee, at the expense of the Issuer, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to such Notes, when

          (a) either

                    (i) all such Notes theretofore authenticated and delivered
          (other than (1) such Notes which have been destroyed, lost or stolen
          and which

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          have been replaced or paid as provided in Section 2.7 and (2) such
          Notes for whose payment money has theretofore been deposited in trust
          or segregated and held in trust by the Issuer and thereafter repaid to
          the Issuer or discharged from such trust, as provided in Section 2.14)
          have been delivered to the Trustee for cancellation; or

                    (ii) all such Notes not theretofore delivered to the Trustee
          for cancellation

                         (1) have become due and payable, or

                         (2) will become due and payable at their Stated
               Maturity within one year, or

                         (3) are to be called for redemption within one year
               under arrangements satisfactory to the Trustee for the giving of
               notice of redemption by the Trustee in the name, and at the
               expense, of the Issuer, and the Issuer, in the case of (1), or
               (2) above, has deposited or caused to be deposited with the
               Trustee funds in trust for the purpose an amount of the
               currency or currencies or currency unit or units in which such
               Notes are payable sufficient to pay and discharge the entire
               indebtedness with respect to such Notes not theretofore delivered
               to the Trustee for cancellation, for principal and any premium
               and interest to the date of such deposit (in the case of Notes
               which have become due and payable) or to the Stated Maturity or
               applicable redemption date, as the case may be;

          (b) the Issuer has paid or caused to be paid all other sums payable
hereunder by the Issuer; and

          (c) the Issuer has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture with
respect to such Notes have been complied with.

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Issuer to the Trustee and the Collateral Trustee under
Section 8.7 and to any authenticating agent appointed hereunder, if money shall
have been deposited with the Trustee pursuant to Section 4.1(a)(ii), the
obligations of the Trustee under ARTICLE VIII and the last paragraph of Section
2.14 shall survive.

          Section 4.2 Application of Trust Money.

          Subject to provisions of the last paragraph of Section 2.14, all money
deposited with the Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Issuer acting as its own Paying Agent) as the Trustee may

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determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                    ARTICLE V
                                    COVENANTS

          Section 5.1 Payment of Notes.

          The Issuer shall pay the principal of, interest, and premium, if any,
on the Notes on the dates and in the manner provided in this Indenture and in
the Notes.

          The Issuer shall pay interest quarterly in arrears on each Interest
Payment Date, commencing March 31, 2004. Interest shall be paid on each Interest
Payment Date in an amount equal to the interest accrued for the period beginning
from the Issue Date, or from the most recent date to which interest has been
paid. All interest due and payable on the Notes shall be paid in cash, except
that the Issuer may at its option, make such Payments by check mailed to the
address of the Person entitled thereto as it appears in the Register. Interest
on the Notes shall be computed on the basis of a 360-day year of twelve 30-day
months.

          Principal, premium, if any, and interest shall be considered paid on
the date due if the Trustee or Paying Agent (other than the Issuer or any
Affiliate thereof) holds on that date Payments designated for and sufficient to
pay such installment and the Trustee or Paying Agent has not received
instructions from the Issuer not to make such payment or is not prohibited from
Paying such Payments to the Holders of the Notes pursuant to this Indenture.

          If a Specified Event of Default has occurred, the Notes shall bear
interest at a rate per annum equal to two and one-half percent (2.50%) in excess
of the interest rate otherwise applicable to the Notes until the date on which
such Specified Event of Default is cured or waived in accordance with Section
7.3; the Issuer shall pay interest (including post-petition interest) on overdue
installments of interest (without regard to any applicable grace period) at the
same rate to the extent lawful.

          Section 5.2 Maintenance of Office or Agency.

          The Issuer shall maintain (a) in the City of Wilmington, Delaware, an
office or agency, and (b) upon demand by the Majority Holders in the Borough of
Manhattan, the City of New York, an office or agency, in each case, where Notes
may be surrendered for registration of transfer or exchange, for conversion, for
presentation for payment or repurchase of the Notes and where notices and
demands to or upon the Issuer in respect of the Notes and this Indenture may be
served. At the request of the Issuer, said offices or agencies may be the office
of an agent appointed by the Trustee for such purpose. The Issuer shall give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency not designated or appointed by the Trustee.
If at any time the Issuer shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

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          The Issuer may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Issuer of its obligation to maintain an office or agency in the City of
Wilmington, Delaware, for such purposes. The Issuer will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

          The Issuer hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Issuer in accordance with Section 2.3.

          Section 5.3 Limitation on Restricted Payments.

          (a) The Issuer shall not, and shall not permit any Restricted
Subsidiary (other than EFILM or DHD Ventures), directly or indirectly, to make a
Restricted Payment if at the time the Issuer or such Restricted Subsidiary makes
such Restricted Payment: either

               (1) a Default or Event of Default shall have occurred and be
continuing (or would result therefrom); or

               (2) the aggregate amount of such Restricted Payment and all other
Restricted Payments since the Issue Date (the amount of any such Restricted
Payment, if other than cash, as determined in good faith by the Issuer, whose
determination shall be conclusive and evidenced by a resolution of the Board of
Directors of the Issuer or an Officers' Certificate, delivered to the Trustee
prior to the making of such Restricted Payment) would exceed the sum, without
duplication, of:

                    (A) fifty percent (50%) of the Consolidated Net Income
          accrued during the period (treated as one accounting period) from the
          beginning of the fiscal quarter during which the Notes are originally
          issued to the end of the most recent fiscal quarter for which
          financial statements are publicly available prior to the date of such
          Restricted Payment (or, in case such Consolidated Net Income shall be
          a deficit, minus one hundred percent (100%) of such deficit);

                    (B) The aggregate net cash proceeds received by the Issuer
          from the issuance or sale, subsequent to the Issue Date, of its
          Capital Stock (other than Disqualified Stock), cash capital
          contributions made to the Issuer on or after the Issue Date and
          Indebtedness of the Issuer that has been converted into or exchanged
          for its Capital Stock (other than Disqualified Stock) subsequent to
          the Issue Date (other than an issuance or sale to a Restricted
          Subsidiary and other than an issuance or sale to an employee stock
          ownership plan or to a trust established by the Issuer or any of its
          Subsidiaries for the benefit of their employees);

                    (C) the aggregate net cash proceeds received by the Issuer
          from the issue or sale of its Capital Stock (other than Disqualified
          Stock) to an

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          employee stock ownership plan subsequent to the Issue Date; provided,
          however, that if such employee stock ownership plan incurs any
          Indebtedness, such aggregate amount of Net Cash Proceeds shall be
          limited to an amount equal to any increase in the consolidated net
          worth of the Issuer resulting from principal repayments made by such
          employee stock ownership plan with respect to Indebtedness incurred by
          it to finance the purchase of such Capital Stock; and

                    (D) to the extent than an Investment (other than a Permitted
          Investment) made by the Issuer or a Restricted Subsidiary subsequent
          to the Issue Date has theretofore been included in the calculation of
          the amount of Restricted Payments, the aggregate cash repayments to
          the Issuer or a Restricted Subsidiary of such Investment to the extent
          not included in Consolidated Net Income of the Issuer.

          (b) Section 5.3(a) shall not prohibit:

                    (i) any Restricted Payment made by exchange for, or out of
          the proceeds of the substantially concurrent sale of, Capital Stock of
          the Issuer (other than Disqualified Stock and other than Capital Stock
          issued or sold to a Subsidiary of the Issuer or an employee stock
          ownership plan or to a trust established by the Issuer or any of its
          Subsidiaries for the benefit of their employees); provided, however,
          that (A) such Restricted Payment shall be excluded in the calculation
          of the amount of Restricted Payments and (B) to the extent used to
          make such Restricted Payment, the Net Cash Proceeds from such sale
          shall be excluded from the calculation of amounts under Section
          5.3(a)(2)(B);

                    (ii) any purchase, repurchase, redemption, defeasance or
          other acquisition or retirement for value of the Existing Senior
          Subordinated Securities made by exchange for, or out of the proceeds
          (after giving effect to the Issuer's purchase of all Notes tendered
          for purchase by Holders electing to have their Notes purchased
          pursuant to the Offer to Purchase required in Section 5.19) of the
          substantially concurrent sale of, Capital Stock (other than
          Disqualified Stock); provided, however, that the amount of any such
          Net Cash Proceeds that are utilized for any such redemption,
          repurchase, retirement, defeasance or other acquisition shall be
          excluded from the calculation of amounts under Section 5.3(a)(2)(B);

                    (iii) dividends paid within sixty (60) days after the date
          of declaration thereof if at such date of declaration such dividend
          would have complied with this Section 5.3; provided, however, that
          such dividends shall be included in the calculation of the amount of
          Restricted Payments;

                    (iv) dividends or distributions by a Restricted Subsidiary
          to the holders of its Capital Stock on a pro rata basis; provided,
          however, that the portion of such dividends and distributions made to
          the Issuer or a Restricted

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          Subsidiary shall be excluded in the calculation of the amount of
          Restricted Payments;

                    (v) any purchase, defeasance, redemption, repurchase or
          other acquisition or retirement for value of the Existing Senior
          Subordinated Securities with the net cash proceeds from an Incurrence
          of Refinancing Indebtedness thereof;

                    (vi) mandatory dividends and distributions in respect of
          Disqualified Stock or other Preferred Stock to the extent the Issuance
          of such Disqualified Stock or Preferred Stock was permitted by Section
          5.17; provided, that to the extent permitted under the terms of such
          Disqualified Stock or Preferred Stock, such dividends and
          distributions shall be paid in kind rather than in cash; provided,
          however, that such dividends and distributions shall be included in
          the calculation of the amount of Restricted Payments;

                    (vii) any purchase of the Existing Senior Subordinated
          Securities pursuant to the "Change of Control" provisions thereof (as
          in effect on the Issue Date) and any purchase of any other
          Subordinated Obligations pursuant to an option given to a holder of
          such Subordinated Obligations pursuant to a "Change of Control"
          covenant which is no more favorable to the holders of such
          Subordinated Obligations than the provisions of this Indenture
          relating to a Change of Control are to Holders as determined in good
          faith by the Board of Directors, the determination of which shall be
          evidenced by a resolution adopted by such Board of Directors;
          provided, however, that (A) no such purchases shall be permitted prior
          to the time when the Issuer shall have purchased all Notes tendered
          for purchase by Holders electing to have their Notes purchased
          pursuant to Section 5.15 and (B) the amount of such purchases shall be
          excluded from the calculation in the amount of Restricted Payments;

                    (viii) so long as no Specified Event of Default has occurred
          and is continuing, any repayment of the Indebtedness under the Mafco
          Line of Credit; and

                    (ix) Panavision Canada Holdings, Inc. may repurchase stock
          options issued by it or outstanding shares issued by it from time to
          time as required pursuant to that certain Employee Share Purchase &
          Shareholders Agreement, dated January 20, 1995, among Panavision
          International, L.P., Panavision Canada Holdings, Inc. and certain
          management employees thereof, as amended November 25, 1998, and as
          further amended July 5, 2002, in an amount up to but not exceeding
          $1,250,000 in the aggregate through December 31, 2004, and $2,500,000
          in the aggregate through December 31, 2005.

          (c) The amount of all Restricted Payments (other than cash) shall be
the fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Issuer or such Restricted
Subsidiary, as the case may be, pursuant to

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the Restricted Payment. The fair market value of any assets or securities that
are required to be valued by this Section 5.3 shall be determined by the Board
of Directors whose resolution with respect thereto shall be delivered to the
Trustee. The Board of Directors' determination must be based upon an opinion or
appraisal issued by an Independent Financial Appraiser if the fair market value
exceeds $5,000,000. Not later than the date of making any Restricted Payment,
the Issuer shall deliver to the Trustee an Officers' Certificate stating that
such Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 5.3 were computed, together with a copy of
any fairness opinion or appraisal required by this Indenture.

          (d) The Issuer or any Restricted Subsidiary may take actions to make a
Restricted Payment in anticipation of the occurrence of any of the events
described in Section 5.3(b); provided, however, that the making of such
Restricted Payment shall be conditional upon the occurrence of such event.

          Section 5.4 Corporate Existence.

Except as otherwise provided in Article VI, the Issuer and each of the
Restricted Subsidiaries shall do or cause to be done all things necessary to
preserve and keep in full force and effect (i) its corporate existence, and the
corporate, partnership or other existence of each of its Subsidiaries, in
accordance with the respective organizational documents (as the same may be
amended from time to time) of the Issuer or any such Subsidiary and (ii) all
other material rights (charter and statutory), licenses, permits, approvals and
governmental franchises of the Issuer and each Subsidiary; provided, however,
that the Issuer and the Restricted Subsidiaries shall not be required to
preserve any such existence, right, license or franchise under clause (i) (with
respect to Non-Guarantor Subsidiaries only) or under clause (ii), if the Board
of Directors of the Issuer shall determine that the preservation thereof is no
longer in the interest of the Issuer and the Restricted Subsidiaries, taken as a
whole, and that the loss thereof is not adverse in any material respect to the
Holders.

          Section 5.5 Payment of Taxes and Other Claims.

          The Issuer shall pay, and shall cause each of its Restricted
Subsidiaries to pay, prior to delinquency, all material taxes, assessments and
governmental levies except such as are contested in good faith and by
appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders.

          Section 5.6 EBITDA.

          EBITDA for the Issuer and its Subsidiaries for any period of four
consecutive quarters, measured as of the end of each quarter, shall not be less
than $50,000,000.

          Section 5.7 Senior Credit Facility Payments.

          The Issuer shall make permanent principal reductions of the "Term
Loans" under the Senior Credit Facility in an amount not less than (a)
$1,250,000 in each fiscal quarter of

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2004, (b) $1,875,000 in each fiscal quarter of 2005, and (c) $2,500,000 in each
fiscal quarter thereafter; provided, that any mandatory prepayments of "Term
Loans" required under the Senior Credit Agreement with respect to any Applicable
Net Proceeds Event or under Section 3.8(b) or Section 5.19 of this Indenture
shall not be included in the calculation of the foregoing.

          Section 5.8 Default Notices and Compliance Certificates.

          (a) The Issuer shall deliver to the Trustee, within one hundred five
(105) days after the end of each fiscal year, an Officers' Certificate stating
that a review of the activities of the Issuer and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing officer
with a view to determine whether each has observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such officer
signing such certificate, that (i) no Default or Event of Default has occurred
and is continuing (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he may have knowledge
and what action each is taking or proposes to take with respect thereto), (ii)
to the best of his or her knowledge, the Issuer and each Restricted Subsidiary
has observed or performed all of its covenants and other agreements, and
satisfied every condition, contained in this Indenture and the other Transaction
Documents to which it is a party to be observed, performed or satisfied by it,
and (iii) that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of
or interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Issuer is taking or proposes to
take with respect thereto. For purposes of this paragraph, such compliance shall
be determined without regard to any period of grace or requirement of notice
under this Indenture.

          (b) So long as not contrary to the then generally accepted auditing
and accounting standards, the year-end financial statements delivered pursuant
to Section 5.9 shall be accompanied by a written statement of the independent
public accountants of the Issuer (which shall be a firm of established national
reputation reasonably satisfactory to the Trustee) which states that in making
the examination necessary for certification of such financial statements nothing
came to their attention that caused them to believe that the Issuer failed to
comply with the terms, covenants, provisions or conditions of Section 5.6 or
Section 5.7 except as specified in such certificate, it being understood that
such accountants shall not be liable directly or indirectly to any Person for
any failure to obtain knowledge of any such violation.

          (c) So long as any of the Notes are outstanding, the Issuer shall
deliver to the Trustee forthwith upon any officer becoming aware of (i) any
Default or Event of Default or (ii) any event of default under any mortgage,
indenture or instrument referred to in Section 7.1(a)(v), an Officers'
Certificate specifying such Default, Event of Default or other event of default
and what action the Issuer is taking or proposes to take with respect thereto.

          Section 5.9 Commission Reports.

          (a) The Issuer shall file with the Trustee and provide, or cause the
Trustee to provide, Holders of Notes, within fifteen (15) days after the Issuer
files with, or furnishes to, the Commission, copies of its annual report and of
the information, documents and other reports (or

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copies of such portions of any of the foregoing as the Commission may by rules
and regulations prescribe) which the Issuer is required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act or is required to
furnish to the Commission pursuant to Section 5.9(b). The Issuer shall also
comply with the other provisions of TIA Section 314(a).

          (b) Notwithstanding that the Issuer may not be required to remain
subject to the reporting requirements of Section 13 or l5(d) of the Exchange Act
or otherwise report on an annual and quarterly basis on forms provided for such
annual and quarterly reporting pursuant to rules and regulations promulgated by
the Commission, the Issuer shall file with, or furnish to, the Commission (i)
within ninety (90) days after the end of each fiscal year (or such shorter
period as the Commission may in the future prescribe), annual reports on Form
10-K (or any successor form) containing the information required to be contained
therein (or required in such successor form), including annual financial
statements audited by a nationally recognized independent public accounting firm
with respect to such year and prepared in accordance with GAAP and all
applicable exhibits, (ii) within forty-five (45) days after the end of each of
the first three fiscal quarters of each fiscal year (or such shorter period as
the Commission may in the future prescribe), reports on Form 10-Q (or any
successor form) containing the information required to be contained therein
prepared in accordance with GAAP, and (iii) promptly from time to time after the
occurrence of an event required to be therein reported, such other reports on
Form 8-K (or any successor form) containing the information required to be
contained therein.

          (c) So long as is required for an offer or sale of the Notes to
qualify for an exemption under Rule 144A, the Issuer (and the Subsidiary
Guarantors) shall, upon written request, provide the information required by
clause (d)(4) thereunder to each Holder and to each beneficial owner and
prospective purchaser of Notes identified by any Holder of Restricted
Securities.

          Section 5.10 Waiver of Stay, Extension or Usury Laws.

          The Issuer and each Guarantor covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim, and will resist any and all efforts to be compelled to
take the benefit or advantage of, any stay or extension law or any usury law or
other law that would prohibit or forgive the Issuer from paying all or any
portion of the principal of, or interest on the Notes as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture and the Collateral Documents; and
(to the extent that it may lawfully do so) the Issuer and each Restricted
Subsidiary hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not hinder, delay or impede the execution of any power
granted to the Trustee herein and in the Collateral Documents, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

          Section 5.11 Amendment to Certain Agreements.

          Neither the Issuer nor any Restricted Subsidiary shall (a) enter into
or consent to any amendment, supplement or other modification of (i) this
Indenture except as permitted under ARTICLE X hereof or (ii) the Collateral
Documents except as permitted under the Intercreditor

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Agreement, or following the termination of the Intercreditor Agreement, ARTICLE
X hereof, (b) amend, modify, waive or otherwise change, or consent or agree to
any amendment, modification, waiver or other change to, any of the terms of the
Existing Senior Subordinated Securities or the Mafco Line of Credit (other than
any such amendment, modification, waiver or other change which (i) (x) would
extend the maturity or reduce the amount of any payment of principal thereof or
which would reduce the rate or extend the date for payment of interest thereon
and are otherwise no less favorable to the Holders (including without limitation
the subordination provisions thereof), or (y) would not have an adverse effect
on the Holders), and (ii) with respect to the Mafco Line of Credit does not
involve the payment of a consent fee, and (c) amend, restate, supplement,
modify, waive or otherwise change or consent or agree to any amendment,
modification, waiver or other change to, any of the terms of the Senior Credit
Facility in any manner prohibited by the Intercreditor Agreement.

          Without the prior written consent of the Majority Holders, neither the
Issuer nor any Restricted Subsidiary shall agree to any amendment or
modification of, or supplement to the Senior Credit Facility, the effect of
which is to: (i) prohibit payments in respect of the Note Obligations that are
otherwise permitted under the terms of the Senior Credit Agreement, as in effect
on the date hereof; (ii) increase the level of fees and interest by more than
two percent (2.0%) above the rate otherwise applicable under the Senior Credit
Agreement as in effect on the date hereof; or (iii) make the Stated Maturity of
the Senior Credit Agreement earlier than as set forth in the Senior Credit
Agreement as of the date hereof.

          Section 5.12 Limitation on Liens.

          The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries (other than EFILM and DHD Ventures) to, directly or indirectly,
Incur or suffer to exist any Lien of any nature whatsoever upon or with respect
to:

               (1) any of its properties other than the Collateral (including
Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or
thereafter acquired, other than Permitted Liens, without effectively providing
that the Notes shall be secured equally and ratably with (or prior to) the
obligations so secured for so long as such obligations are so secured, except
that each Foreign Subsidiary may Incur or suffer to exist any Lien permitted
pursuant to clause (q) of the definition of "Permitted Lien"; or

               (2) any Collateral other than Permitted Liens.

          The Issuer shall cause this Indenture and the Collateral Documents,
including all necessary financing statements, notifications of secured
transactions and other assurances or instruments to be properly recorded,
registered and filed and to be kept, recorded, registered and filed in such
manner and in such places as may be required by law and shall take all such
other actions as may be required in order to make effective the security
interests intended to be created in connection with this Indenture. The Issuer
shall furnish to the Trustee the Opinions of Counsel required by Section 12.2 to
confirm such action.

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          Section 5.13 Books, Records, Access; Confidentiality.

          (a) The Issuer shall, and shall cause each of its Restricted
Subsidiaries to, (i) maintain its books and records in conformity with GAAP,
(ii) permit authorized representatives jointly designated by the Trustee, the
Collateral Trustee, and the Initial Holders to visit and inspect the Properties
of the Issuer or its Subsidiaries, and any or all books, records and documents
in the possession of the Issuer relating to the Collateral, including the
records, logs, and other similar materials and to make copies and take extracts
therefrom and to visit and inspect the Collateral, all upon reasonable notice
and at such reasonable times during normal business hours, but such authorized
representatives must conduct such inspections at the same time and no more than
once during each fiscal quarter unless an Event of Default has occurred and is
continuing, and (iii) permit the authorized representatives of any Independent
Financial Advisor or any Initial Holder to visit and inspect the Properties,
books, records and documents described in clause (ii), at such times and to such
extent as may be necessary to allow timely completion of any Independent
Financial Advisor's Certificate to be prepared by such Independent Financial
Advisor.

          Section 5.14 Security Interests.

          (a) The Issuer and its Subsidiary Guarantors shall perform any and all
acts and execute any and all documents (including, without limitation, the
execution, amendment or supplementation of any financing statement and
continuation statement or other statement) for filing under the provisions of
the applicable Uniform Commercial Code and the rules and regulations thereunder
or any other statute, rule or regulation of any applicable federal, state or
local jurisdiction, which are necessary or advisable, from time to time, in
order to grant and maintain in favor of the Collateral Trustee for the benefit
of the Holders a valid, perfected Lien on the Collateral prior to all Liens
other than Permitted Liens. To the extent that after the Issue Date the Issuer
or any Restricted Subsidiary grants a Lien in favor of the Bank Agent with
respect to any Property not constituting Collateral as of the date hereof, the
Issuer shall notify the Collateral Trustee, and, upon the request of the
Collateral Trustee, the Issuer and the Subsidiary Guarantors, as applicable,
shall execute and deliver collateral documents in favor of the Collateral
Trustee in substantially similar form and substance to such collateral documents
executed and delivered in favor of the Bank Agent with respect to such Property,
and thereafter such Property shall constitute "Collateral" hereunder and under
the Collateral Documents.

          (b) The Issuer and the Subsidiary Guarantors shall deliver or cause to
be delivered to the Trustee from time to time such other documentation,
consents, authorizations, approvals and orders in form and substance
satisfactory to the Trustee as it shall deem reasonably necessary or advisable
to perfect or maintain the Liens for the benefit of the Holders.

          (c) With respect to any fee interest in any real property having a
value (together with improvements thereof) of at least $1,000,000 acquired after
the date hereof by the Issuer or any Subsidiary Guarantor (other than any such
real property subject to a Lien described in clause (o) of the definition of
Permitted Lien), promptly (i) to the extent a mortgage is delivered in favor of
the holders of the First Lien (as defined in the Intercreditor Agreement), the
Issuer or such Subsidiary Guarantor shall promptly execute and deliver (A) a
mortgage in

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substantially similar form and substance for the benefit of the Holders,
covering such real property, prior to all Liens other than any Lien in favor of
the Bank Agent as set forth in the Intercreditor Agreement, and (B) with respect
to all other documents delivered to the Bank Agent in connection therewith,
substantially similar documents in each case, in favor of the Collateral
Trustee, or (ii) if the First Lien Termination Date has occurred or if prior to
the First Lien Termination Date the Issuer or a Subsidiary Guarantor acquires
real property of the type described above and the Bank Agent determines not to
take a mortgage on such property, (A) execute and deliver a mortgage in form and
substance satisfactory to and in favor of the Collateral Trustee, for the
benefit of the Holders, covering such real property, prior to all Liens other
than any Lien in favor of the Bank Agent as set forth in the Intercreditor
Agreement, (B) if requested by the Collateral Trustee, provide the Holders with
(x) title and extended coverage insurance covering such real property in an
amount at least equal to the purchase price of such real estate (or such other
amount as shall be reasonably specified by the Collateral Trustee) as well as a
current ALTA survey thereof, together with a surveyor's certificate and (y) any
consents or estoppels reasonably deemed necessary or advisable by the Collateral
Trustee in connection with such mortgage or deed of trust, each of the foregoing
in form and substance reasonably satisfactory to the Collateral Trustee and (C)
if requested by the Collateral Trustee, deliver to the Collateral Trustee legal
opinions relating to the matters described above, which opinions shall be in
form and substance, and from counsel, reasonably satisfactory to the Collateral
Trustee.

          Section 5.15 Repurchase of Notes Upon a Change in Control.

          (a) In the event that there shall occur a Change in Control, the
Issuer shall make an Offer to Purchase all of the outstanding Notes, at a
purchase price (expressed as percentages of principal amount of the Notes
outstanding) set forth below, plus accrued and unpaid interest to and including
the repurchase date (a "Change in Control Offer").

                                                                      Percentage
                                                                      ----------
On or after the Issue Date through January 15, 2007................    108.000%

January 16, 2007 through January 15, 2008..........................    106.000%

January 16, 2008 through January 15, 2009..........................    103.000%

The right to require such repurchase of Notes shall not continue after a
discharge of the Issuer from its obligations with respect to the Notes in
accordance with ARTICLE IX.

          (b) The Issuer shall commence such Change in Control Offer within
forty-five (45) days after the occurrence of a Change in Control.

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          Section 5.16 Restrictions on Becoming an Investment Company.

          The Issuer shall not become an investment company within the meaning
of the Investment Company Act of 1940 as such statute and the regulations
thereunder and any successor statute or regulations thereto may from time to
time be in effect.

          Section 5.17 Limitation on Indebtedness.

          Neither the Issuer nor the Restricted Subsidiaries shall Incur,
directly or indirectly, any Indebtedness; provided, that the Issuer and the
Restricted Subsidiaries may Incur any or all of the following Indebtedness:

          (a) Indebtedness under the Senior Credit Facility not to exceed (i)
$135,600,000 plus the aggregate face amount of the Existing Letters of Credit
then outstanding and issued thereunder, less (ii) all principal payments
required to be made from and after the Issue Date under the terms of the Senior
Credit Facility or this Indenture, including, but not limited to, payments made
pursuant to Section 2.3 and 2.6 of the Senior Credit Agreement and payments made
pursuant to Section 5.19, but excluding repayments of a revolving credit
facility not resulting in a permanent reduction of commitments thereunder plus
(iii) with respect to any Senior Credit Facility other than the original Senior
Credit Facility, reasonable legal fees and expenses and other reasonable
transaction costs related to any refinancing of such Senior Credit Facility, in
an amount not to exceed $1,000,000;

          (b) (i) Indebtedness of the Issuer owed to and held by a Subsidiary,
(ii) Indebtedness of a Subsidiary Guarantor owed to and held by the Issuer or a
Subsidiary, (iii) Indebtedness of a Non-Guarantor Subsidiary owed to and held by
a Non-Guarantor Subsidiary, or (iv) Indebtedness of any Non-Guarantor Subsidiary
that is owed to and held by the Issuer or a Subsidiary Guarantor; provided, the
aggregate principal amount at any time outstanding owed by all Non-Guarantor
Subsidiaries to the Issuer and the Subsidiary Guarantors, together with
Investments in such Non-Guarantor Subsidiaries permitted under clause (i)(B) of
the definition of "Permitted Investment" that are not Indebtedness and only to
the extent such Investments have not been repaid in cash, shall not at any time
exceed $15,000,000; provided, further that (x) any Indebtedness of any
Non-Guarantor Subsidiary (other than PANY or any of its Subsidiaries for so long
as PANY is not required to be a Subsidiary Guarantor hereunder) held by the
Issuer or a Subsidiary Guarantor shall not be designated as subordinated to any
other Indebtedness of such Non-Guarantor Subsidiary and shall be evidenced by a
promissory note pledged to the Collateral Trustee under the Collateral
Documents, provided that such Indebtedness may be designated as subordinated to
the extent deemed necessary, in the reasonable business judgment of the Issuer
or such Subsidiary Guarantor, to deliver a comfort letter with respect to such
Non-Guarantor Subsidiary; and (y) at any time a Default or Event of Default has
occurred and is continuing Indebtedness may only be incurred by a Non-Guarantor
Subsidiary from the Issuer or a Subsidiary Guarantor in the ordinary course of
business consistent with past practices in an amount not to exceed an additional
$2,500,000 after such Default or Event of Default has occurred and is continuing
and in no event to exceed the aggregate amount set forth in clause (x) above;

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          (c) the Indebtedness evidenced by and payable with respect to the
Notes;

          (d) Indebtedness outstanding on the Issue Date listed on Schedule II
attached hereto (other than Indebtedness described in Section 5.17(a), (c), (f)
or (l));

          (e) Refinancing Indebtedness in respect of Indebtedness Incurred
pursuant to Section 5.17(a), (b), (c) or (d) (other than Refinancing
Indebtedness of the Indebtedness under the PANY Loan Agreement);

          (f) Indebtedness under the Mafco Line of Credit;

          (g) to the extent permitted by Section 7.2 of the Senior Credit
Agreement, Indebtedness (A) in respect of performance, surety, appeal or similar
bonds provided in the ordinary course of business, and (B) arising from
agreements providing for indemnification, adjustment of purchase price or
similar obligations, or from Guarantees or letters of credit, surety bonds or
performance bonds securing any obligations of the Issuer or any of the
Restricted Subsidiaries pursuant to such agreements, in any case Incurred in
connection with the disposition of any business, assets of the Issuer or any of
the Restricted Subsidiaries, including all or any interest in any Restricted
Subsidiary, and not exceeding the gross proceeds therefrom, other than
Guarantees of Indebtedness Incurred by any Person acquiring all or any portion
of such business, assets or Restricted Subsidiary or any of the Restricted
Subsidiaries for the purpose of financing such acquisition;

          (h) the Guarantee by the Issuer or any Restricted Subsidiary of
Indebtedness of the Issuer or any Subsidiary Guarantor that was permitted by
another provision of this Section 5.17;

          (i) Indebtedness under Hedging Obligations entered into by the Issuer
or a Restricted Subsidiary for the purpose of (A) limiting or hedging interest
rate risk in the ordinary course of the financial management of the Issuer or
such Restricted Subsidiary and not for speculative purposes or (B) limiting or
hedging currency exchange risks in the ordinary course of business and not for
speculative purposes;

          (j) Following the Issue Date, Indebtedness of a Restricted Subsidiary
incurred and outstanding on or prior to the date on which such Restricted
Subsidiary was acquired by the Issuer (other than Indebtedness incurred as
consideration in, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of related
transactions pursuant to which such Restricted Subsidiary became a Subsidiary of
the Issuer or was acquired by the Issuer) so long as the aggregate principal
amount of all such Indebtedness permitted under this clause (j) does not exceed
$7,500,000;

          (k) Capital Lease Obligations and Purchase Money Indebtedness in an
aggregate principal amount at any time outstanding not to exceed $10,000,000;

          (l) Indebtedness of Foreign Subsidiaries in an aggregate principal
amount outstanding at any time not to exceed $4,000,000;

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          (m) EFILM and DHD Ventures may incur Indebtedness from Persons other
than the Issuer and any other Restricted Subsidiary;

          (n) unsecured Subordinated Obligations (in addition to Indebtedness
permitted pursuant to the foregoing clauses (a) through (m) issued by the Issuer
or any Subsidiary Guarantor), provided that such Subordinated Obligations shall
have a maturity date ending no earlier than 180 days after the maturity date of
the Notes; and

          (o) Indebtedness of the Issuer to an issuing lender relating to any
letter of credit replacing any Existing Letter of Credit, provided that the
aggregate face amount of such letters of credit together with the face amount of
any Existing Letters of Credit outstanding under the Senior Credit Facility
shall not exceed $562,360.

          Notwithstanding the foregoing, neither the Issuer nor any Restricted
Subsidiary shall Incur any Indebtedness pursuant to the foregoing clause (e)
with respect to the foregoing clause (d) if the proceeds thereof are used,
directly or indirectly, to Refinance any Subordinated Obligations unless the
Indebtedness so Incurred shall be subordinated to the Notes, to at least the
same extent as such Subordinated Obligations.

          Section 5.18 Limitation on Distributions from Restricted Subsidiaries.

          The Issuer shall not, and shall not permit any Restricted Subsidiary
(other than EFILM and DHD Ventures) to create or otherwise cause or permit to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to (a) pay dividends or make any other
distributions on its Capital Stock to the Issuer or a Restricted Subsidiary or
pay any Indebtedness owed to the Issuer or a Restricted Subsidiary, (b) make any
loans or advances to the Issuer or any Restricted Subsidiary or (c) transfer any
of its Property to the Issuer or any Restricted Subsidiary except:

               (i) any encumbrance or restriction pursuant to an agreement in
     effect at or entered into on the Issue Date set forth on Schedule III
     attached hereto, including without limitation, the Senior Credit Facility
     and the PANY Loan Agreement;

               (ii) any encumbrance or restriction pursuant to an agreement
     effecting a Refinancing of Indebtedness or Preferred Stock Incurred
     pursuant to an agreement referred to in clause (i) of this Section 5.18 or
     this clause (ii) or contained in any amendment to an agreement referred to
     in clause (i) of this Section 5.18 or this clause (ii); provided, however,
     that the encumbrances and restrictions with respect to such Restricted
     Subsidiary contained in any such refinancing agreement or amendment are in
     the aggregate no less favorable to the Holders than encumbrances and
     restrictions with respect to such Restricted Subsidiary contained in such
     predecessor agreements, as determined in good faith by the Board of
     Directors, the determination of which shall be evidenced by a resolution of
     the Board of Directors;

               (iii) any restriction with respect to a Restricted Subsidiary
     imposed pursuant to an agreement entered into for a sale or disposition
     which is not prohibited

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     under Section 5.19 of all or substantially all the Capital Stock or assets
     of such Restricted Subsidiary pending the closing of such sale or
     disposition;

               (iv) any encumbrances and restrictions existing under or by
     reason of applicable law or regulation; and

               (v) any encumbrance or restriction consisting of customary
     nonassignment provisions in leases governing leasehold interests to the
     extent such provisions restrict the transfer of the lease.

          Nothing contained in this Section 5.18 shall prevent the Issuer or any
Restricted Subsidiary from (1) creating, incurring, assuming or suffering to
exist any Liens otherwise permitted in Section 5.12 or (2) restricting the sale
or other disposition of Property of the Issuer or any of its Restricted
Subsidiaries that secures the Senior Credit Facility or any Indebtedness
permitted under Section 5.17(j), Section 5.17(k) or Section 5.17(l).

          Section 5.19 Limitation on Sales of Assets and Subsidiary Stock.

          (a) The Issuer shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, consummate any Asset Disposition (other
than a Specified Disposition) unless:

               (1) the Issuer or such Restricted Subsidiary receives
consideration at the time of such Asset Disposition at least equal to the fair
market value (including as to the value of all non-cash consideration) of the
Capital Stock and Property subject to such Asset Disposition, as determined in
good faith by the Board of Directors, the determination of which shall be
evidenced by a resolution of the Board of Directors (including as to the value
of all non-cash consideration) delivered to the Trustee, provided, that if the
Net Cash Proceeds from any Asset Disposition are in excess of $5,000,000, the
Board of Directors' determination must be based upon an opinion or appraisal
issued by an Independent Financial Appraiser; and

               (2) at least eighty percent (80%) of the consideration thereof
received by the Issuer or such Restricted Subsidiary is in the form of cash or
Cash Equivalents or the assumption by the transferee of liabilities (as shown on
the Issuer's or such Restricted Subsidiary's most recent balance sheet) of the
Issuer or any Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Notes or any Subsidiary
Guaranty) that are assumed by a customary novation agreement that releases the
Issuer or such Restricted Subsidiary from further liability.

The amount of such Net Cash Proceeds from any Asset Disposition permitted
pursuant to Section 5.19(a) constitutes "Excess Proceeds." Notwithstanding the
foregoing, if EFILM or any Subsidiary of EFILM receives any Net Cash Proceeds
from any Asset Disposition other than an Asset Disposition with respect to
Non-Core Assets, such Net Cash Proceeds shall be deemed not to have been
received by the Issuer or any of its Restricted Subsidiaries for purposes of
this Section 5.19 except to the extent such Net Cash Proceeds are actually
received by the Issuer or any Subsidiary Guarantor in the form of cash dividends
or cash distributions.

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          (b) When the aggregate cumulative amount of Excess Proceeds exceeds
$5,000,000, the Issuer shall apply (i) all such Excess Proceeds with respect to
an Asset Disposition (x) first, to permanently retire the principal amount
outstanding under the Senior Credit Facility, together with interest thereon,
and cause the related loan commitment (if any) to be permanently reduced in an
amount equal to the principal amount so prepaid, repaid or repurchased under the
Senior Credit Facility, without premium or penalty, (y) second, to the extent of
any remaining Excess Proceeds, to make an Offer to Purchase Notes at the
percentage set forth in the table below of their principal amount plus accrued
and unpaid interest thereon to the Payment Date, and (z) third, to the extent of
any remaining Excess Proceeds following the completion of the Offer to Purchase,
to any other use as determined by the Issuer which is not otherwise prohibited
by the Indenture.

                                                                      Percentage
                                                                      ----------
On or after the Issue Date through January 15, 2007................    108.000%

January 16, 2007 through January 15, 2008..........................    106.000%

January 16, 2008 through January 15, 2009..........................    103.000%

Upon the completion of an Offer to Purchase pursuant to paragraph (b), the
amount of Excess Proceeds shall be reset to zero.

          Section 5.20 Limitation on Affiliate Transactions.

          (a) The Issuer shall not, and shall not permit any Restricted
Subsidiary to, enter into any transaction or series of related transactions
(including the purchase, sale, lease or exchange of any property or employee
compensation arrangements) with any Affiliate of the Issuer, director or member
of senior management of the Issuer or any Affiliate thereof (an "Affiliate
Transaction") unless the terms thereof (1) are no less favorable to the Issuer
or such Restricted Subsidiary than those that could be obtained at the time of
such transaction in arm's-length dealings with a Person who is not such an
Affiliate and (2) if such Affiliate Transaction involves an amount in excess of
$5,000,000 (i) are set forth in writing and (ii) have been approved by a
majority of the members of the Board of Directors who are deemed disinterested
in such Affiliate Transaction. If such Affiliate Transaction involves an amount
in excess of $10,000,000, a fairness opinion must be obtained from an
Independent Financial Appraiser with respect to the financial terms of such
Affiliate Transaction.

          (b) The provisions of the foregoing paragraph (a) shall not prohibit
or apply to:

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               (1) any Permitted Investment or Restricted Payment permitted to
be paid pursuant to Section 5.3;

               (2) any transaction contemplated by the Tax Sharing Agreement;

               (3) any Affiliate Transaction between the Issuer and a Restricted
Subsidiary or between Restricted Subsidiaries;

               (4) any transaction pursuant to which Mafco Holdings or Parent
will provide the Issuer and its Subsidiaries at their request and at the cost to
Mafco Holdings or Parent with certain allocated services to be purchased from
third party providers, such as legal and accounting services, insurance coverage
and other services;

               (5) any transaction between the Issuer or a Restricted Subsidiary
and its own employee stock option plan;

               (6) the transactions described in Sections 5.1(b), (d) and (e) of
the Senior Credit Agreement, as in effect on the date hereof; or

               (7) the transactions set forth on Schedule VI attached hereto.

          (c) Notwithstanding anything in the foregoing to the contrary, the
Issuer and the Restricted Subsidiaries shall not pay Mafco Holdings or any other
Affiliate more than an aggregate of $500,000 annually with respect to management
fees; provided, that no such management fees may be paid at any time a Default
or Event of Default has occurred and is continuing.

          Section 5.21 Limitation on Sale/Leaseback Transactions.

          The Issuer shall not, and shall not permit any Restricted Subsidiary
to, enter into any Sale/Leaseback Transaction with respect to any Property.

                                   ARTICLE VI
                       MERGER AND CONSOLIDATION PROHIBITED

          Section 6.1 Merger and Consolidation of Issuer or Restricted
                      Subsidiary.

          Neither the Issuer nor any Restricted Subsidiary shall enter into any
merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself
(or suffer any liquidation or dissolution), or sell, lease, transfer or
otherwise dispose of all or substantially all of its Property (in each case,
whether in one transaction or a series of related sales, leases, transfers or
dispositions) except:

          (a) any Restricted Subsidiary may be merged or consolidated with or
into the Issuer (provided that the Issuer shall be the continuing and surviving
Person), any Subsidiary Guarantor may be merged or consolidated with or into
another Subsidiary Guarantor, any Non-Guarantor Subsidiary may be merged or
consolidated with or into a Subsidiary Guarantor

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(provided that such Subsidiary Guarantor shall be the continuing and surviving
Person) and any Non-Guarantor Subsidiary may be merged or consolidated with or
into another Non-Guarantor Subsidiary, provided that if the Capital Stock of the
Non-Guarantor Subsidiary that is disappearing is directly owned by the Issuer or
a Subsidiary Guarantor, then the Non-Guarantor Subsidiary that is surviving must
also be directly owned by the Issuer or a Subsidiary Guarantor, provided further
that the economic ownership of the Issuer (direct or indirect) in the
Non-Guarantor Subsidiary that is surviving must be equal to or greater than the
economic ownership (direct or indirect) of the Issuer in the Non-Guarantor
Subsidiary that is disappearing,

          (b) any Restricted Subsidiary may sell, lease, transfer or otherwise
dispose of substantially all of its Property to the Issuer or a Subsidiary
Guarantor so long as where such disposition involves Collateral such Subsidiary
Guarantor or Issuer has executed the applicable Collateral Documents, and any
Non-Guarantor Subsidiary may sell, lease, transfer or otherwise dispose of
substantially all of its Property to a Non-Guarantor Subsidiary, provided that
with respect to transactions in which the transferor or transferee is a
Non-Guarantor Subsidiary, if the transferor of such Property is directly owned
by the Issuer or a Subsidiary Guarantor, then the transferee of such Property
must also be directly owned by the Issuer or a Subsidiary Guarantor, provided
further that the economic ownership of the Issuer (direct or indirect) in the
transferee of such Property must be equal to or greater than the economic
ownership (direct or indirect) of the Issuer in the transferor of such Property;

          (c) any Specified Disposition is permitted;

          (d) any Restricted Subsidiary (other than EFILM) may liquidate by
conveying all of its assets (in the form of a liquidating dividend or otherwise)
to the holders of its Capital Stock;

          (e) pursuant to the Permitted Reorganization; and

          (f) any Asset Disposition is permitted so long as the proceeds are
applied as required by Section 5.19.

Notwithstanding anything in this Indenture to the contrary, the Permitted
Reorganization shall only be permitted with the prior written consent of the
Required Holders, which consent shall be conditioned upon: (i) delivery to
Holders, the Trustee and the Collateral Trustee of fully executed documents
evidencing the Permitted Reorganization, (ii) the execution and delivery by
Panavision International LLC of all documents required to be delivered under
Section 11.6 by future Subsidiary Guarantors, (iii) the execution and delivery
of all documents and legal opinions reasonably requested by Required Holders in
connection with the pledge of the Capital Stock issued by any Foreign Subsidiary
to Panavision International LLC, (iv) compliance with Section 5.14, and (v) the
execution and delivery of any other documents or information reasonably
requested by the Required Holders in connection therewith.

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                                  ARTICLE VII
                              DEFAULTS AND REMEDIES

          Section 7.1 Events of Default.

          (a) Each of the following shall constitute an "Event of Default" under
this Indenture, the Collateral Documents and the Transaction Documents:

                    (i) the Issuer defaults in the payment of the principal (or
          premium, if any) on any Note when the same becomes due and payable,
          whether on any Interest Payment Date, at the Stated Maturity, or upon
          redemption, by acceleration, in connection with the Offers to Purchase
          contemplated by Section 5.15 or Section 5.19, or otherwise in
          connection with mandatory redemption contemplated by Section 3.8, or
          otherwise;

                    (ii) the Issuer defaults in the payment of interest on any
          Note when the same becomes due and payable and the default continues
          for a period of fifteen (15) days;

                    (iii) the Issuer or any Restricted Subsidiary defaults in
          the observance or performance of its covenants or agreements in the
          Indenture or any of the Transaction Documents that continues for the
          relevant period specified therein which is not cured within a 30-day
          period or, if longer, the applicable grace period set forth in such
          Transaction Document;

                    (iv) the Issuer fails to comply with its obligations under
          Section 6.1;

                    (v) an event of default shall have occurred and be
          continuing under any other evidence of outstanding Indebtedness of the
          Issuer or any Restricted Subsidiary, whether such Indebtedness now
          exists or is created hereafter, which event of default either (A)
          consists of a payment default in the case of any Indebtedness
          outstanding under the Senior Credit Facility, which default continues
          beyond any applicable cure or grace period set forth therein, or (B)
          results in the acceleration of any Indebtedness and the principal
          amount of such accelerated Indebtedness together with the principal
          amount of any such other Indebtedness then so accelerated, aggregates
          more than $10 million;

                    (vi) a final non-appealable judgment or judgments for the
          payment of money is or are entered by a court or courts of competent
          jurisdiction against the Issuer or any Restricted Subsidiary and such
          judgment or judgments remain unsatisfied, undischarged, unbonded or
          unstayed for a period of sixty (60) days after entry, provided that
          the aggregate amount of all such judgments exceeds $10 million;

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                    (vii) the Liens created by the Collateral Documents shall at
          any time not constitute a valid and perfected Lien on the Collateral
          intended to be covered thereby (to the extent perfection by filing,
          registration, recordation or possession is required herein or therein)
          in favor of the Collateral Trustee, free and clear of all other Liens
          (other than Permitted Liens) or, except for expiration in accordance
          with its terms or amendment, modification, waiver, termination or
          release in accordance with the terms of this Indenture or the
          Collateral Documents, any of the Collateral Documents shall for
          whatever reason (other than any action on the part of the Trustee,
          Collateral Trustee or any Holder) be terminated or cease to be in full
          force and effect, or the enforceability thereof shall be contested by
          the Issuer or any Restricted Subsidiary;

                    (viii) the Issuer or any Restricted Subsidiary, pursuant to
          or within the meaning of any Bankruptcy Law:

                         (1) commences a voluntary case,

                         (2) consents to the entry of an order for relief
               against it in an involuntary case,

                         (3) consents to the appointment of a Custodian of it or
               for all or substantially all of its Property, makes a general
               assignment for the benefit of its creditors,

                         (4) admits in writing its inability to pay debts as the
               same become due; and

                    (ix) a court of competent jurisdiction enters an order or
          decree under any Bankruptcy Law that:

                         (1) is for relief against the Issuer or any Restricted
               Subsidiary in an involuntary case,

                         (2) appoints a Custodian of the Issuer or any
               Restricted Subsidiary or for all or substantially all of their
               Property,

                         (3) orders the liquidation of the Issuer or any
               Restricted Subsidiary, and the order or decree remains unstayed
               and in effect for sixty (60) days;

                    (x) a Subsidiary Guaranty ceases to be in full force and
          effect (other than in accordance with the terms of this Indenture);

                    (xi) any representation or warranty made or deemed made in
          the Note Purchase Agreement shall prove to have been inaccurate in any
          material respect on or as of the date made or deemed made and the
          Issuer shall have

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          received notice of such inaccuracy from the Holders of not less than
          twenty-five percent (25%) in principal amount of the outstanding
          Notes;

                    (xii) the Existing Senior Subordinated Securities or the
          guarantees thereof shall cease, for any reason, to be validly
          subordinated to the obligations in respect of the Notes or the
          obligations of the Subsidiary Guarantors under the Subsidiary
          Guarantees, as the case may be, as provided in the Senior Subordinated
          Note Indenture, or the Issuer, any Restricted Subsidiary, any
          Affiliate of the Issuer or any Restricted Subsidiary, the trustee in
          respect of the Existing Senior Subordinated Securities or the holders
          of at least 25% in aggregate principal amount of the Existing Senior
          Subordinated Securities shall so assert;

                    (xiii) the Mafco Line of Credit shall for any reason cease
          to be in full force and effect in an amount of no less than
          $20,000,000 prior to January 17, 2009; or

                    (xiv) (A) Any Person shall engage in any "prohibited
          transaction" (as defined in Section 406 of ERISA or Section 4975 of
          the Code) involving any Plan, (B) any "accumulated funding deficiency"
          (as defined in Section 302 of ERISA), whether or not waived, shall
          exist with respect to any Plan, (C) a Reportable Event shall occur
          with respect to, or proceedings shall commence to have a trustee
          appointed, or a trustee shall be appointed, to administer or to
          terminate, any Single Employer Plan, which Reportable Event or
          commencement of proceedings or appointment of a trustee is, in the
          reasonable opinion of the Required Holders, likely to result in the
          termination of such Plan for purposes of Title IV of ERISA, (D) any
          Single Employer Plan shall terminate for purposes of Title IV of
          ERISA, (E) the Issuer or any Commonly Controlled Entity of the Issuer
          shall, or in the reasonable opinion of the Required Holders is likely
          to, incur any liability in connection with a withdrawal from, or the
          Insolvency or Reorganization of, a Multiemployer Plan or (F) any other
          event or condition shall occur or exist, with respect to a Plan;
          provided that, in each case in clauses (A) through (F) above, such
          event or condition, together with all other such events or conditions,
          if any, would be reasonably likely to have a Material Adverse Effect.

          (b) The Issuer shall, upon becoming aware that a Default or Event of
Default has occurred, deliver to the Trustee a statement specifying such Default
or Event of Default and what action the Issuer is taking or propose to take with
respect thereto.

          Section 7.2 Acceleration.

          If an Event of Default specified in Section 7.1(a)(viii) or Section
7.1(a)(ix) occurs and is continuing, then the principal amount, together with
all interest thereon, of all the Notes shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. If an Event of Default (other than an Event of
Default

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specified in Section 7.1(a)(viii) or Section 7.1(a)(ix)) occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than twenty-five percent (25%) in principal amount of the outstanding Notes may
declare the principal amount of all the Notes to be due and payable immediately,
by a notice in writing to the Issuer (and to the Trustee if given by Holders),
and upon any such declaration (a) such principal amount, together with all
interest thereon shall become immediately due and payable, and (b) if such Event
of Default is specified in Section 7.1(a)(v) with respect to an acceleration by
the holder of Indebtedness referred to therein or if such Event of Default is
deliberately or willfully caused by the Issuer or any Restricted Subsidiary to
avoid the payment of premium under Section 3.7, Section 3.8, Section 5.15, or
Section 5.19, as liquidated damages and not as a penalty, an amount equal to the
Applicable Premium then in effect shall automatically become immediately due and
payable.

          Section 7.3 Waiver of Past Defaults.

          The Majority Holders, by written notice to the Trustee, may, on behalf
of the Holders of all the Notes, (a) waive any existing Default or Event of
Default and its consequences under this Indenture and any of the Collateral
Documents except a continuing Default or Event of Default specified in Section
7.1(a)(i) or Section 7.1(a)(ii) or Default or Event of Default with respect to
any covenant or provision which cannot be modified or amended except under
Section 10.2(e), or (b) rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal or interest that has become
due solely because of the acceleration) have been cured or waived; provided,
that if any Initial Holder by a notice in writing to the Issuer pursuant to
Section 7.2 declared the principal amount of all the Notes to be due and payable
immediately, the consent of such Initial Holder shall be required to rescind
such acceleration hereunder.

          Section 7.4 Control by Majority.

          The Majority Holders may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or Collateral
Trustee or exercising any trust or power conferred on them. However, the Trustee
or the Collateral Trustee, as applicable, may refuse to follow any direction
that conflicts with any law, this Indenture or any of the Collateral Documents,
that the Trustee or the Collateral Trustee determines may be unduly prejudicial
to the rights of other Holders, or that may involve the Trustee or the
Collateral Trustee in personal liability.

          Section 7.5 Limitation on Suits.

          A Holder may pursue a remedy with respect to this Indenture, any of
the Collateral Documents or the Notes only if:

          (a) the Holder gives to the Trustee written notice of a continuing
Event of Default;

          (b) the Holders of at least twenty-five percent (25%) in principal
amount of the then outstanding Notes make a written request to the Trustee to
pursue the remedy;

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          (c) such Holder or Holders offer and, if requested, provide to the
Trustee indemnity satisfactory to the Trustee against any loss, liability or
expense which might be incurred in compliance with such request or direction;

          (d) the Trustee does not comply with the request within sixty (60)
days after receipt of the request and the offer and, if requested, the provision
of indemnity; and

          (e) during such sixty (60) day period the Majority Holders do not give
the Trustee a direction inconsistent with the request.

          A Holder may not use this Indenture or any Collateral Document to
prejudice the rights of another Holder or to obtain a preference or priority
over another Holder.

          Section 7.6 Rights of Holders to Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal (and premium, if any) and
interest on the Notes, on or after the respective due dates expressed in the
Note, or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of the
Holder.

          Section 7.7 Collection of Indebtedness; Provisions Regarding Sale by
                      Trustee.

          If an Event of Default specified in Section 7.1(a)(i) or Section
7.1(a)(ii) occurs and is continuing with respect to the Notes, the Trustee is
authorized to recover judgment in its own name and as trustee of an express
trust against the Issuer for the whole amount of principal (and premium, if
any), and interest remaining unpaid on the Notes and interest on overdue
principal (and premium, if any) and, to the extent lawful, interest on overdue
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee and its agents and counsel, and any
other amounts due to the Trustee under Section 8.7.

          Section 7.8 Trustee or Collateral Trustee May File Proofs of Claim.

          The Trustee or Collateral Trustee is authorized to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee or Collateral Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the Trustee
or Collateral Trustee, its agents and counsel) and the Holders allowed in any
judicial proceedings relative to the Issuer (or any other obligor under the
Notes), their creditors or their Property and shall be entitled and empowered to
collect, receive and distribute any money or other Property payable or
deliverable on any such claims and any Custodian in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee or
Collateral Trustee, and in the event that the Trustee or Collateral Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee or Collateral Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee or Collateral
Trustee and its agents and counsel, and

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any other amounts due the Trustee or Collateral Trustee under Section 8.7. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee or Collateral Trustee and its agents and counsel,
and any other amounts due the Trustee or Collateral Trustee under Section 8.7
out of the estate in any such proceeding, shall be denied for any reason,
payment of the same shall be secured by a Lien on, and shall be paid out of, any
and all distributions, dividends, money, securities and other properties that
the Holders may be entitled to receive in such proceeding in connection with any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Issuer or
any other obligor upon the Notes or the property of the Issuer or of such other
obligor or their creditors, the Trustee or Collateral Trustee (irrespective of
whether the principal of the Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
or Collateral Trustee shall have made any demand on the Issuer for the payment
of overdue principal of (premium, if any) or interest on the Notes. Nothing
herein contained shall be deemed to authorize the Trustee or Collateral Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee or Collateral
Trustee to vote in respect of the claim of any Holder in any such proceeding.

          Section 7.9 Trustee May Enforce Claims Without Possession of Notes.

          All rights of action and claims under this Indenture or the Notes may
be prosecuted and enforced by the Trustee or the Collateral Trustee without the
possession of any of the Notes or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee or
Collateral Trustee shall be brought in its own name and as trustee of an express
trust, and any recovery of judgment shall, after provision for the payment of
the reasonable compensation, expenses, disbursements and advances of the Trustee
or the Collateral Trustee or its agents and counsel, be for the ratable benefit
of the Holders in respect of which such judgment has been recovered.

          Section 7.10 Priorities.

          Subject to the terms of the Intercreditor Agreement, if the Trustee or
the Collateral Trustee collects any money pursuant to this ARTICLE VII, it shall
pay out the money in the following order:

          First: to the Trustee, the Collateral Trustee and their agents and
attorneys for amounts due under Section 8.7, including payment of all
compensation, expense and liabilities incurred, and all advances made, by the
Trustee and the costs and expenses of collection;

          Second: to Holders for amounts due and unpaid for principal (and
premium, if any) and interest on the Notes, ratably, without preference or
priority of any kind, according to the amounts due and payable on such Notes for
principal (and premium, if any) and interest;

          Third: without duplication, to Holders for any other Obligations owing
to the Holders under the Notes, the Indenture or the Collateral Documents; and

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          Fourth: to the Issuer or to such party as a court of competent
jurisdiction shall direct.

          The Trustee, upon written notice to the Issuer, may fix a record date
and payment date for any payment to Holders pursuant to this Section 7.10.

          Section 7.11 Restoration of Rights and Remedies.

          If the Trustee, the Collateral Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under this Indenture or any
Collateral Document and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee, the Collateral
Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Issuer, the Trustee, the Collateral
Trustee and the Holders shall be restored severally and respectively to their
former positions hereunder and under the Collateral Documents and thereafter all
rights and remedies of the Trustee, the Collateral Trustee and the Holders shall
continue as though no such proceeding had been instituted.

          Section 7.12 Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of
Section 2.7, no right or remedy herein conferred or conferred under any
Collateral Document upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

          Section 7.13 Delay or Omission Not Waiver.

          No delay or omission of the Trustee, the Collateral Trustee or of any
Holder of any Security to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given
by this ARTICLE VII or by Law to the Trustee, the Collateral Trustee or to the
Holders may be exercised from time to time, and as often as maybe deemed
expedient, by the Trustee, the Collateral Trustee or by the Holders, as the case
may be.

          Section 7.14 Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture or any Collateral Document or in any suit against the Trustee or the
Collateral Trustee for any action taken or omitted by it as Trustee or a
Collateral Trustee, a court in its discretion may require the filing by any
party litigant in the suit of an undertaking to pay the costs of the suit, and
the court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses

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made by the party litigant. This Section 7.14 does not apply to a suit by the
Trustee or the Collateral Trustee, a suit by a Holder pursuant to Section 7.5,
or a suit by Holders of more than ten percent (10%) in principal amount of the
then outstanding Notes.

                                  ARTICLE VIII
                     THE TRUSTEE AND THE COLLATERAL TRUSTEE

          Section 8.1 Duties.

          (a) If an Event of Default has occurred and is continuing, the Trustee
or the Collateral Trustee, as applicable, shall exercise such of the rights and
powers vested in it by this Indenture and the Collateral Documents and use the
same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

          (b) Except during the continuance of an Event of Default:

                    (i) The duties of the Trustee and the Collateral Trustee
          shall be determined solely by the express provisions of this Indenture
          or any Collateral Document, and the Trustee and the Collateral Trustee
          need perform only those duties that are specifically set forth in this
          Indenture and the Collateral Documents, and no others, and no implied
          covenants or obligations shall be read into this Indenture or any
          Collateral Document against the Trustee or the Collateral Trustee.

                    (ii) In the absence of bad faith on their part, the Trustee
          and the Collateral Trustee may conclusively rely, as to the truth of
          the statements and the correctness of the opinions expressed therein,
          upon certificates or opinions furnished to the Trustee and the
          Collateral Trustee and conforming to the requirements of this
          Indenture and the Collateral Documents. However, the Trustee or the
          Collateral Trustee, as applicable, shall examine the certificates and
          opinions to determine whether they conform to the requirements of this
          Indenture and the Collateral Documents.

          (c) Neither the Trustee nor the Collateral Trustee may be relieved
from liabilities for its own negligent action, its own negligent failure to act,
or its own willful misconduct, except that:

                    (i) This paragraph does not limit the effect of Section
          8.1(b).

                    (ii) Neither the Trustee nor the Collateral Trustee shall be
          liable for any error of judgment made in good faith by a Responsible
          Officer, unless it is proved that the Trustee or the Collateral
          Trustee, as applicable, was negligent in ascertaining the pertinent
          facts.

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                    (iii) Neither the Trustee nor the Collateral Trustee shall
          be liable with respect to any action it takes or omits to take in good
          faith in accordance with a direction received by it pursuant to
          Section 7.4.

          (d) Regardless of whether herein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee or the
Collateral Trustee is subject to paragraphs (a), (b), (c) and (e) of this
Section 8.1.

          (e) No provision of this Indenture or the Collateral Documents shall
require the Trustee or the Collateral Trustee to expend or risk its own funds or
incur any liability. The Trustee and the Collateral Trustee may refuse to
perform any duty or exercise any right or power unless it receives security and
indemnity satisfactory to it against any loss, liability or expense.

          (f) Neither the Trustee nor the Collateral Trustee shall be liable for
interest on any money received by it except as the Trustee or the Collateral
Trustee, as applicable, may agree in writing with the Issuer. Money held in
trust by the Trustee or the Collateral Trustee need not be segregated from other
funds except to the extent required by law.

          (g) The Collateral Trustee is hereby authorized and directed to enter
into the Intercreditor Agreement and the other Collateral Documents upon
execution thereof by the other parties thereto.

          Section 8.2 Rights of Trustee and Collateral Trustee.

          (a) The Trustee and the Collateral Trustee may conclusively rely and
shall be protected in acting or refraining from acting upon any document
believed by either of them to be genuine and to have been signed or presented by
the proper Person. Neither the Trustee nor the Collateral Trustee need
investigate any fact or matter stated in such document.

          (b) Before the Trustee or the Collateral Trustee acts or refrains from
acting, it may require an Officers' Certificate or an Opinion of Counsel or
both. Neither the Trustee nor the Collateral Trustee shall be liable for any
action it takes or omits to take in good faith in reliance on such Officers'
Certificate or Opinion of Counsel. The Trustee or the Collateral Trustee, as the
case may be, may consult with counsel of its selection and the advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection from liability in respect of any action taken, suffered or omitted by
it hereunder in good faith and in reliance thereon.

          (c) The Trustee and the Collateral Trustee may act through agents as
appointed by such trustees with due care and shall not be responsible for the
misconduct or negligence of any agent appointed with due care.

          (d) Neither the Trustee nor the Collateral Trustee shall be liable for
any action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers conferred upon it by this Indenture
and the Collateral Documents.

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          (e) Unless otherwise specifically provided in this Indenture or any of
the Collateral Documents, any demand, request, direction or notice from the
Issuer shall be sufficient if signed by an Officer of the Issuer.

          (f) Except with respect to Section 5.1, neither the Trustee nor the
Collateral Trustee shall have a duty to inquire as to the performance of the
Issuer's covenants in ARTICLE V. In addition, neither the Trustee nor the
Collateral Trustee shall be deemed to have knowledge of any Default or Event of
Default except (i) any Event of Default occurring pursuant to Section 7.1(a)(i)
or Section 7.1(a)(ii), or (ii) any Default or Event of Default of which the
Trustee or the Collateral Trustee shall have received written notification or a
Responsible Officer of the Trustee or the Collateral Trustee shall have obtained
actual knowledge.

          Section 8.3 Individual Rights of Trustees.

     The Trustee or the Collateral Trustee in their individual or any other
capacity may become the owner or pledgee of Notes and may otherwise deal with
the Issuer or an Affiliate of the Issuer with the same rights it would have if
it were not Trustee, as the case may be. Any Agent may do the same with like
rights. However, the Trustee and the Collateral Trustee are subject to Section
8.10 and Section 8.12.

          Section 8.4 Disclaimer.

          Neither the Collateral Trustee nor the Trustee shall be responsible
for and neither makes any representation as to the validity or adequacy of this
Indenture, any of the Collateral Documents or the Notes, nor shall be
accountable for the Issuer's use of the proceeds from the Notes or any money
paid to the Issuer or upon the Issuer's direction under any provision hereof,
neither shall be responsible for the use or application of any money received by
any Paying Agent other than the Trustee and neither shall be responsible for any
statement or recital herein or any statement in the Notes, any of the Collateral
Documents or any other document in connection with the sale of the Notes or
pursuant to this Indenture or any of the Collateral Documents other than its
certificate of authentication.

          Section 8.5 Notice of Defaults; Other Notices.

          If a Default or Event of Default occurs and is continuing and if the
Trustee or Collateral Trustee has actual knowledge thereof (within the meaning
of Section 8.2(f)), the Trustee or Collateral Trustee, as applicable, shall mail
to the Holders a notice of the Default or Event of Default within ninety (90)
days after it occurs. Except in the case of a Default or Event of Default in the
payment of principal of, premium, or interest on any Note.

          Section 8.6 Reports by Trustee to Holders.

          The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
TIA at the times and in the manner provided pursuant thereto. To the extent that
any such report shall cover the 12-month

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period ending each December 31, it shall be transmitted by the next succeeding
July 15. The Trustee also shall comply with TIA Section 313(b).

          A copy of each report at the time of its mailing to Holders shall be
mailed to the Issuer and filed by the Issuer with the Commission and each stock
exchange (if any) on which the Notes are listed. The Issuer agrees to notify
promptly the Trustee whenever the Notes become listed on any stock exchange and
of any delisting thereof.

          Section 8.7 Compensation and Indemnity.

          The Issuer shall pay to the Trustee and the Collateral Trustee from
time to time such compensation as shall be agreed to in writing in a separate
agreement to be entered into by the Issuer and the Trustee or the Collateral
Trustee, as the case may be, for its acceptance of this Indenture and the
Collateral Documents and services hereunder and thereunder. Neither the
Trustee's nor the Collateral Trustee's compensation shall be limited by any Law
relating to compensation of a trustee of an express trust. The Issuer shall
reimburse the Trustee and the Collateral Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by either of
them in addition to the compensation for their services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
and the Collateral Trustee's agents and counsel, except such disbursements,
advances and expenses as may be attributable to the Trustee's or the Collateral
Trustee's negligence or bad faith.

          Except as set forth below, the Issuer shall indemnify the Trustee and
the Collateral Trustee, any predecessor thereof and their respective officers,
directors, agents and employees against any and all losses, liabilities,
damages, claims, actions, suits, costs or expenses of any kind or nature
whatsoever incurred by them without negligence or bad faith on their part
arising out of or in connection with the acceptance or administration of their
duties under this Indenture and the Collateral Documents (including the costs
and expenses of enforcing this Indenture or the other Collateral Documents
against the Issuer and defending themselves against any claim (regardless of
whether asserted by the Issuer or any Holder or any other person) or liability
in connection with the exercise or performance of any of their powers or duties
hereunder), except as set forth below. The Trustee or the Collateral Trustee, as
the case may be, shall notify the Issuer promptly of any claim for which it may
seek indemnity. Failure by the Trustee or the Collateral Trustee, as the case
may be, to so notify the Issuer shall not relieve the Issuer of its obligations
hereunder. The Issuer shall defend the claim and the Trustee or the Collateral
Trustee, as the case may be, shall cooperate in the defense. In the event that a
conflict of interest or conflicting defenses would arise in connection with the
representation of the Issuer and the Trustee or the Collateral Trustee, as the
case may be, by the same counsel, the Trustee or the Collateral Trustee, as the
case may be, may have separate counsel and the Issuer shall pay the reasonable
fees and expenses of such counsel. The Issuer need not pay for any settlement
made without their consent, which consent shall not be unreasonably withheld.

          The obligations of the Issuer under this Section 8.7 shall survive the
satisfaction and discharge of this Indenture and the resignation or removal of
the Trustee or the Collateral Trustee.

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          The Issuer need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee or the Collateral Trustee through its
own negligence or bad faith.

          To secure the Issuer's payment obligations in this Section 8.7, the
Trustee and the Collateral Trustee shall have a Lien prior to the Holders on all
money or Property held or collected by the Trustee and the Collateral Trustee.
Such Lien shall survive the satisfaction and discharge of this Indenture and the
resignation or removal of the Trustee or the Collateral Trustee.

          When the Trustee or the Collateral Trustee incurs expenses or renders
services after an Event of Default specified in Section 7.1(a)(viii) or Section
7.1(a)(ix) occurs, the expenses and the compensation for the services are
intended to constitute expenses of administration under any Bankruptcy Law.

          The provisions of this Section 8.7 shall survive the termination of
this Indenture.

          Section 8.8 Resignation and Removal; Appointment of Successor.

          A resignation or removal of the institution acting as Trustee or
Collateral Trustee and appointment of a successor Trustee or Collateral Trustee
shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 8.8 and upon the Issuer's receipt of
notice from the successor Trustee or Collateral Trustee of such appointment.

          The institution acting as Trustee or Collateral Trustee may resign at
any time without cause and be discharged from the trust hereby created by giving
thirty (30) days written notice to the Issuer. The Majority Holders may remove
the Trustee or Collateral Trustee by so notifying the Trustee or Collateral
Trustee, as the case may be, and the Issuer. The Issuer may remove the
institution acting as Trustee if:

          (a) the institution acting as Trustee or Collateral Trustee fails to
comply with Section 8.10;

          (b) the institution acting as Trustee or Collateral Trustee is
adjudged a bankrupt or an insolvent or an order for relief is entered with
respect to the institution acting as Trustee under any Bankruptcy Law;

          (c) a Custodian or public officer takes charge of the institution
acting as Trustee or Collateral Trustee or its Property; or

          (d) the institution acting as Trustee or Collateral Trustee becomes
incapable of acting.

          If the institution acting as Trustee or Collateral Trustee resigns or
is removed or if a vacancy exists in the office of Trustee or Collateral Trustee
for any reason, the Issuer shall promptly appoint a successor Trustee or
Collateral Trustee. Within one (1) year after the successor Trustee or
Collateral Trustee takes office, the Majority Holders may appoint a

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successor  Trustee or  Collateral  Trustee to replace the  successor  Trustee or
Collateral Trustee appointed by the Issuer.

          If a successor Trustee or Collateral Trustee does not take office
within sixty (60) days after the retiring Trustee or Collateral Trustee, as the
case may be, resigns or is removed, the retiring Trustee or Collateral Trustee,
as applicable, the Issuer or the Holders of at least ten percent (10%) in
principal amount of the then outstanding Notes may petition any court of
competent jurisdiction for the appointment of a successor Trustee or Collateral
Trustee, as applicable.

          If the Trustee or Collateral Trustee after written request by any
Holder who has been a Holder for at least six (6) months fails to comply with
Section 8.10, such Holder may petition any court of competent jurisdiction for
the removal of the Trustee or Collateral Trustee, as applicable, and the
appointment of a successor Trustee or Collateral Trustee, as applicable.

          A successor Trustee or Collateral Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee or Collateral Trustee, as
applicable, and to the Issuer. Thereupon, the resignation or removal of the
retiring Trustee or Collateral Trustee shall become effective, and the successor
Trustee or Collateral Trustee, as applicable, shall have all the rights, powers
and duties of the Trustee or Collateral Trustee, as applicable, under this
Indenture and the Collateral Documents. The successor Trustee or Collateral
Trustee shall mail a notice of its succession to the Holders. The retiring
Trustee or Collateral Trustee shall promptly transfer all Property held by it as
Trustee or Collateral Trustee to the successor Trustee or Collateral Trustee,
provided that all sums owing to such Trustee or Collateral Trustee, hereunder
have been paid and made subject to the Lien provided for in Section 8.7.
Notwithstanding replacement of the Trustee or Collateral Trustee pursuant to
this Section 8.8, the Issuer's obligations under Section 8.7 shall continue for
the benefit of the retiring Trustee or Collateral Trustee and the Issuer shall
pay to any such replaced or removed Trustee or Collateral Trustee all amounts
owed under Section 8.7 upon such replacement or removal.

          Section 8.9 Successor Trustee or Collateral Trustee by Merger, etc.

          If the institution acting as Trustee or Collateral Trustee
consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation or banking association, the
successor corporation or banking association without any further act shall be
the successor Trustee or Collateral Trustee, as the case may be.

          Section 8.10 Eligibility; Disqualification.

          There shall at all times be a Trustee or Collateral Trustee hereunder
that shall (a) be a corporation or banking association organized and doing
business under the Laws of the United States of America or of any state thereof
or of the District of Columbia authorized under such Laws to exercise corporate
trustee power, (b) be subject to supervision or examination by the applicable
federal or state or the District of Columbia authority, and (c) have a combined
capital and surplus of at least $200.0 million as set forth in its most recent
published annual report of condition.

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          This Indenture shall always have a Trustee and Collateral Trustee who
satisfy the requirements of TIA Sections 310(a)(1), 310(a)(2) and 310(a)(5). The
Trustee and Collateral Trustee are subject to TIA section 310(b); provided,
however, that there shall be excluded from the operations of TIA Section
310(b)(1) any indenture or indentures under which other securities, or
certificates of interest or participation in other securities, of the Issuer are
outstanding, if the requirements for such exclusion set forth in TIA Section
310(b)(1) are met.

          Section 8.11 Additional Co-Collateral Trustees; Separate Collateral
Trustees.

          (a) If at any time or times it shall be necessary or prudent in order
to conform to any law of any jurisdiction in which any of the Collateral shall
be located or deemed located, or the Collateral Trustee shall be advised by
counsel, satisfactory to it, that it is necessary or prudent in the interest of
the Holders, or the Majority Holders shall in writing so request, or the
Collateral Trustee shall deem it desirable for its own protection in the
performance of its duties hereunder, the Collateral Trustee and the Issuer
shall, and shall cause each Subsidiary Guarantor to, execute and deliver all
instruments and agreements necessary or proper to constitute another bank or
trust company, or one or more persons approved by the Collateral Trustee and the
Issuer either to act as co-Collateral Trustee or co-Collateral Trustees of all
or any of the Collateral, jointly with the Collateral Trustee originally named
herein or any successor or successors, or to act as separate Collateral Trustee
or Collateral Trustees of any such Property. In the event the Issuer and
Subsidiary Guarantors shall not have joined in the execution of such instruments
and agreements within ten (10) days after the receipt of a written request from
the Collateral Trustee so to do, or in case an Event of Default shall have
occurred and be continuing, the Collateral Trustee may act under the foregoing
provisions of this Section 8.11 without the concurrence of the Issuer and
Subsidiary Guarantors, and the Issuer and the Subsidiary Guarantors hereby
irrevocably appoint the Collateral Trustee as their agent and attorney to act
for them under the foregoing provisions of this Section 8.11 in either of such
contingencies.

          (b) Every separate Collateral Trustee and every co-Collateral Trustee,
other than any Collateral Trustee which may be appointed as successor to
Wilmington Trust Company, shall, to the extent permitted by law, be appointed
and act and be such, subject to the following provisions and conditions, namely:

               (i) all rights, powers, duties and obligations conferred upon the
     Collateral Trustee in respect of the custody, control and management of
     moneys, papers, instruments or securities shall be exercised solely by
     Wilmington Trust Company, or its successors as Collateral Trustee
     hereunder;

               (ii) all rights, powers, duties and obligations conferred or
     imposed upon the Collateral Trustee hereunder shall be conferred or imposed
     and exercised or performed by the Collateral Trustee and such separate
     Collateral Trustee or separate Collateral Trustees or co-Collateral Trustee
     or co-Collateral Trustees, jointly, as shall be provided in the instrument
     appointing such separate Collateral Trustee or separate Collateral Trustees
     or co-Collateral Trustee or co-Collateral Trustees, except to the extent
     that under any law of any jurisdiction in which any particular act or acts
     are to be performed, the Collateral Trustee shall be incompetent or
     unqualified to perform such act

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     or acts, in which event such rights,  powers,  duties and obligations shall
     be exercised and performed by such separate  Collateral Trustee or separate
     Collateral Trustees or co-Collateral Trustee or co-Collateral Trustees;

               (iii) no power given hereby to, or which it is provided hereby
     may be exercised by, any such co-Collateral Trustee or co-Collateral
     Trustees or separate Collateral Trustee or separate Collateral Trustees,
     shall be exercised hereunder by such co-Collateral Trustee or co-Collateral
     Trustees or separate Collateral Trustee or separate Collateral Trustees,
     except jointly with, or with the consent in writing of, the Collateral
     Trustee, anything herein contained to the contrary notwithstanding;

               (iv) no Collateral Trustee hereunder shall be personally liable
     by reason of any act or omission of any other Collateral Trustee hereunder;
     and

               (v) the Issuer, Subsidiary Guarantors and Collateral Trustee, at
     any time by an instrument in writing, executed by them jointly, may accept
     the resignation of or remove any such separate Collateral Trustee or
     co-Collateral Trustee, and in that case, by an instrument in writing
     executed by the Guarantors and the Collateral Trustee jointly, may appoint
     a successor to such separate Collateral Trustee or co-Collateral Trustee,
     as the case may be, anything herein contained to the contrary
     notwithstanding. In the event that the Issuer and the Subsidiary Guarantors
     shall not have joined in the execution of any instrument within ten (10)
     days after the receipt of a written request from the Collateral Trustee so
     to do, or in case an Event of Default shall have occurred and be
     continuing, the Collateral Trustee shall have the power to accept the
     resignation of or remove any such separate Collateral Trustee or
     co-Collateral Trustee and to appoint a successor without the concurrence of
     the Issuer and the Subsidiary Guarantors, the Issuer and the Subsidiary
     Guarantors hereby irrevocably appointing the Collateral Trustee their agent
     and attorney to act for them in such connection in either of such
     contingencies.

          (b) In the event that the Collateral Trustee shall have appointed a
separate Collateral Trustee or separate Collateral Trustees or co-Collateral
Trustee or co-Collateral Trustees as above provided, it may at any time, by an
instrument in writing, accept the resignation of or remove any such separate
Collateral Trustee or co-Collateral Trustee, the successor to any such separate
Collateral Trustee or co-Collateral Trustee to be appointed by the Grantors and
the Collateral Trustee, or by the Collateral Trustee alone, as provided in this
Section 8.11.

          Section 8.12 Preferential Collection of Claims Against the Issuer.

          The Trustee and the Collateral Trustee are subject to TIA Section
311(a), excluding any creditor relationship listed in TIA Section 311(b). An
institution serving as Trustee or Collateral Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.
The provisions of TIA Section 311 shall apply to the Issuer, as obligor on the
Notes.

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                                   ARTICLE IX
               DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE

          Section 9.1 Discharge; Option to Effect Legal or Covenant Defeasance.

          This Indenture and the Collateral Documents shall cease to be of
further effect (except that the Issuer's and the Subsidiary Guarantors'
obligations under Section 8.7 and the Trustee's and the Paying Agent's
obligations under Section 9.6 and Section 9.7 shall survive) when (a) (i) all
outstanding Notes theretofore authenticated and issued have been delivered
(other than destroyed, lost or stolen Notes that have been replaced or paid) to
the Trustee for cancellation or (ii) all outstanding Notes have become due and
payable, whether at maturity or as a result of the giving of a notice of
redemption or otherwise, and (b) the Issuer or the Subsidiary Guarantors have
paid all sums payable hereunder and under the Collateral Documents. Upon
satisfaction of the foregoing conditions, the Trustee shall acknowledge
satisfaction and discharge of this Indenture and termination and release of all
Collateral Documents, on written demand of the Issuer accompanied by an
Officers' Certificate and an Opinion of Counsel as to the satisfaction of all
conditions to such satisfaction and discharge of this Indenture and at the costs
and expense of the Issuer. In addition, the Issuer may elect at any time and at
the Issuer's option, to have Section 9.2 or Section 9.3 of this Indenture
applied to all outstanding Notes upon compliance with the conditions set forth
below in this ARTICLE IX. Upon Legal Defeasance, all Collateral shall be
released, all Collateral Documents shall terminate and each Subsidiary Guarantor
shall be released from its Subsidiary Guarantee without any action on the part
of any Person.

          Section 9.2 Legal Defeasance and Discharge.

          Upon the Issuer's exercise under Section 9.1 of the option applicable
to this Section 9.2, except as set forth below, the Issuer and the Subsidiary
Guarantors shall be deemed to have been discharged from their respective
obligations with respect to all outstanding Notes on the date the conditions set
forth in Section 9.4 are satisfied (hereinafter, "Legal Defeasance"). Following
such Legal Defeasance, (a) the Issuer shall be deemed to have paid and
discharged the entire indebtedness outstanding hereunder, and this Indenture and
the Collateral Documents shall cease to be of further effect as to all
outstanding Notes and Subsidiary Guarantees, and (b) the Issuer and the
Subsidiary Guarantors shall be deemed to have satisfied all other of their
respective obligations under the Notes, the Subsidiary Guarantees, this
Indenture and the Collateral Documents (and the Trustee and the Collateral
Trustee, on demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until the Notes have indefeasibly been paid in full:

               (i) the rights of Holders to receive payments in respect of the
     principal of (and premium, if any) and interest on such Notes when such
     payments are due from the trust described in Section 9.5;

               (ii) the Issuer's obligations under Section 2.3, Section 2.5,
     Section 2.6, Section 2.7, Section 5.2, Section 5.4 (with respect to the
     Issuer only), Section 5.10, Section 9.5, Section 9.6 and Section 9.7; and

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               (iii) the rights, powers, trusts, duties and immunities of the
     Trustee and the Collateral Trustee hereunder and under and the Collateral
     Documents and the Issuer's and the Subsidiary Guarantors' obligations in
     connection therewith.

Subject to compliance with the provisions of this ARTICLE IX, the Issuer may
exercise its option under this Section 9.2 notwithstanding the prior exercise of
its option under Section 9.3. If the Issuer exercises its legal defeasance
option under this Section 9.2, payment of the Notes may not be accelerated
because of an Event of Default.

          Section 9.3 Covenant Defeasance.

          Upon the Issuer's exercise under Section 9.1 of the option applicable
to this Section 9.3, the Issuer and the Subsidiary Guarantors shall be released
from their respective obligations under the covenants contained in Section 5.3,
Section 5.5, Section 5.6, Section 5.7, Section 5.8, Section 5.9, Section 5.11,
Section 5.12, Section 5.13,Section 5.14, Section 5.15 through Section 5.21,
Section 6.1 (with respect to the Issuer only) and ARTICLE IX, ARTICLE XI and
ARTICLE XII on and after the date the conditions set forth in Section 9.4 are
satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter
be deemed not "outstanding" for the purposes of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder. Following such Covenant Defeasance, (a) none
of the Issuer or any Subsidiary Guarantor need comply with, and none of them
shall have any liability in respect of, any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein, in any Collateral Document or
in any other document, but, except as specified above, the remainder of this
Indenture, the Collateral Documents, the Notes and the Subsidiary Guarantees
shall be unaffected thereby, and (b) Section 7.1(a)(iii) through Section
7.1(a)(vii), Section 7.1(a)(viii) (with respect to the Restricted Subsidiaries
only), Section 7.1(a)(ix) (with respect to the Restricted Subsidiaries only) and
Section 7.1(a)(x) shall not constitute Events of Default with respect to the
Notes.

          Section 9.4 Conditions to Legal or Covenant Defeasance.

          The following shall be the conditions to the application of either
Section 9.2 or Section 9.3 to the outstanding Notes:

          (a) the Issuer shall irrevocably have deposited or caused to be
deposited with the Trustee (or other trustee satisfying the requirements of
Section 8.10 who shall agree to comply with the provisions of this ARTICLE IX
applicable to it), in trust, for the benefit of the Holders, cash in U.S.
Dollars, non-callable Government Securities, or a combination thereof, in such
amounts as will be sufficient, in the opinion of a Independent Financial
Appraiser, to pay the principal of, premium, if any, and interest on such
outstanding Notes on the stated maturity or on the applicable redemption date,
as the case may be, and the Issuer must specify whether the Notes are being
defeased to Stated Maturity or to a particular redemption date;

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          (b) in the case of Legal Defeasance (other than within 6 months of the
maturity date), the Issuer shall have delivered to the Trustee an Opinion of
Counsel confirming that (i) the Issuer has received from, or there has been
published by, the Internal Revenue Service a ruling or (ii) since the Issue
Date, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders will not recognize income, gain or loss for federal
income tax purposes as a result of such Legal Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Legal Defeasance had not occurred;

          (c) in the case of Covenant Defeasance, the Issuer shall have
delivered to the Trustee an Opinion of Counsel confirming that the Holders of
the outstanding Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Covenant Defeasance had not occurred;

          (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit);

          (e) such Legal Defeasance or Covenant Defeasance will not result in a
breach or violation of, or constitute a default under any material agreement or
instrument (other than this Indenture) to which the Issuer or any of its
Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is
bound, including without limitation, the Senior Credit Facility or the
Intercreditor Agreement;

          (f) the Issuer shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Issuer with the intent
of preferring the Holders over the other creditors of the Issuer with the intent
of defeating, hindering delaying or defrauding other creditors of the Issuer or
others;

          (g) the Issuer shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating, subject to certain factual
assumptions and bankruptcy and insolvency exceptions, that all conditions
precedent provided for in, in the case of the Officers' Certificate, clauses (a)
through (f) of this paragraph and, in the case of the Opinion of Counsel,
clauses (b), (c), (e) and (h) of this paragraph, have been complied with;
provided, that such Opinion of Counsel may rely on one or more certificates
signed by an Officer of the Issuer;

          (h) the Issuer shall have granted a first priority perfected security
interest in such funds for the benefit of the Trustee on behalf of the Holders,
and the Bank Agent shall have released all Liens with respect thereto and
consented to such payment; and

          (i) in the event all or any portion of the Notes are to be redeemed
through such irrevocable trust, the Issuer must make arrangements reasonably
satisfactory to the Trustee,

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at the time of such deposit, for the giving of notice of such redemption or
redemptions by the Trustee in the name and at the expense of the Issuer.

          Section 9.5 Deposits to be Held in Trust; Other Miscellaneous
Provisions.

          Subject to Section 9.6, all cash in U.S. Dollars and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
9.5, the "Paying Agent") pursuant to Section 9.4 in respect of the outstanding
Notes shall be held in trust and applied by the Paying Agent, in accordance with
the provisions of such Notes and this Indenture, to the payment, either directly
or through any other Paying Agent as the Trustee may determine, to the Holders
of such Notes of all sums due and to become due thereon in respect of principal,
premium, if any, and interest.

          The Issuer shall pay and indemnify (a) the Trustee against any tax,
fee or other charge and (b) the Holders against any Non-Excluded Taxes or Other
Taxes, in each case, imposed on or assessed against the Government Securities
deposited pursuant to Section 9.4 or the principal and interest received in
respect thereof.

          Section 9.6 Repayment to the Issuer.

          (a) The Trustee or the Paying Agent shall deliver or pay to the Issuer
from time to time upon the request of the Issuer any cash in U.S. Dollars or
non-callable Government Securities held by it as provided in Section 9.4 which
in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may
be the opinion delivered under Section 9.4(a)), are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.

          (b) Any cash in U.S. Dollars and non-callable Government Securities
(including the proceeds thereof) deposited with the Trustee or any Paying Agent,
or then held by the Issuer, in trust for the payment of the principal of,
premium, if any, or interest on any Note and remaining unclaimed for two years
after such principal, and premium, if any, or interest has become due and
payable shall be paid to the Issuer on its request; and the Holder of such Note
shall thereafter look only to the Issuer for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such trust money shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, shall at the expense of the
Issuer cause to be published once in the New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than thirty (30) days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Issuer.

          Section 9.7 Reinstatement.

          If the Trustee or Paying Agent is unable to apply any cash in U.S.
Dollars or non-callable Government Securities in accordance with Section 9.2 or
Section 9.3, as the case may be, of this Indenture by reason of any order or
judgment of any court or governmental authority

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enjoining, restraining or otherwise prohibiting such application, or if any
event occurs at any time in the period ending on the 91st day after the date of
deposit pursuant to Section 9.2 or Section 9.3 which event would constitute an
Event of Default under Section 7.1(a)(viii) or Section 7.1(a)(ix) had Legal
Defeasance or Covenant Defeasance, as the case may be, not occurred, then the
Issuer's and the Subsidiary Guarantors' obligations under this Indenture and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Section 9.2 or Section 9.3 until such time as the Trustee or Paying Agent is
permitted to apply such money in accordance with Section 9.2 or Section 9.3, as
the case may be; provided, however, that, if the Issuer makes any payment of
principal of, premium, if any, or interest on any Note following the
reinstatement of their obligations, the Issuer shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the cash in U.S.
Dollars or non-callable Government Securities held by the Trustee or Paying
Agent.

                                   ARTICLE X
                                   AMENDMENTS

          Section 10.1 Without Consent of Holders.

          (a) The Issuer, the Subsidiary Guarantors and the Trustee (or, with
respect to the Collateral Documents, the Collateral Trustee) may amend or
supplement this Indenture, the Collateral Documents and the Notes without the
consent of any Holder:

                    (i) to cure any ambiguity, defect or inconsistency;

                    (ii) to provide for uncertificated Notes in addition to or
          in place of certificated Notes;

                    (iii) to provide for the assumption of any Subsidiary
          Guarantor's obligations to the Holders of the Notes pursuant to
          Section 11.6;

                    (iv) to make any change that would provide any additional
          rights or benefits to the Holders or that does not adversely affect
          the legal rights hereunder or thereunder of any Holder;

                    (v) to comply with requirements of the Commission in order
          to effect or maintain the qualification of this Indenture under the
          TIA;

                    (vi) to release any Subsidiary Guaranty of the Notes
          permitted to be released under Section 11.7, Section 12.2, Section
          12.4 or Section 12.5; or

                    (vii) to make any amendment, modification or supplement to
          the Collateral Documents permitted or required to be made without the
          consent of any of the Holders pursuant to Section 3.7(a), 5.2(d),
          8.5(a)(i), 8.5(c) or 10.2(b) of the Intercreditor Agreement.

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          Upon the request of the Issuer, accompanied by a resolution of the
Board of Directors of the Issuer authorizing the execution of any such
supplemental indenture or amendment, and upon receipt by the Trustee or the
Collateral Trustee of the documents described in Section 10.6 required or
requested by the Trustee or the Collateral Trustee, the Trustee and the
Collateral Trustee shall join with the Issuer in the execution of any
supplemental indenture or amendment authorized or permitted by the terms of this
Indenture and shall make any further appropriate agreements and stipulations
which may be therein contained, but the Trustee shall not be obligated to enter
into such supplemental indenture or amendment that affects its own rights,
duties or immunities under this Indenture or under the Collateral Documents or
otherwise.

          Section 10.2 With Consent of Holders.

          (a) Subject to Section 7.3 and Section 10.2(e), the Issuer and the
Trustee and the Collateral Trustee, as applicable, may amend, or waive any
provision of, this Indenture, any of the Collateral Documents, or the Notes,
with the written consent of the Majority Holders.

          (b) Upon the request of the Issuer, accompanied by a resolution of the
Board of Directors of the Issuer authorizing the execution of any such
supplemental indenture or amendment, and upon filing with the Trustee or the
Collateral Trustee of evidence satisfactory to the Trustee and the Collateral
Trustee of the consent of the Holders as aforesaid, and upon receipt by the
Trustee of the documents described in Section 10.6, the Trustee shall join with
the Issuer in the execution of such supplemental indenture or amendment unless
such supplemental indenture or amendment affects the Trustee's or the Collateral
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to,
enter into such supplemental indenture.

          (c) It shall not be necessary for the consent of the Holders under
this Section 10.2 to approve the particular form of any proposed supplemental
indenture or amendment, but it shall be sufficient if such consent approves the
substance thereof.

          (d) After a supplemental indenture or amendment under this Section
10.2 becomes effective, the Issuer shall mail to the Holders of each Note
affected thereby a notice briefly describing the amendment or waiver. Any
failure of the Issuer to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture, amendment or waiver.

          (e) Notwithstanding any other provision hereof, without the consent of
each Holder affected, an amendment or waiver under this Section 10.2 may not
(with respect to any Notes held by a non-consenting Holder):

                    (i) reduce the principal amount of Notes whose Holders must
          consent to an amendment, supplement or waiver;

                    (ii) reduce the principal of, or the premium (including,
          without limitation, redemption premium) on, or change the Stated
          Maturity of, any Note;

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          or alter the provisions with respect to the redemption of the Notes
          pursuant to the defined term "Offer to Purchase" or defined terms
          related thereto, Section 3.7, Section 3.8, Section 5.15 or Section
          5.19, or decrease the price at which repurchases of the Notes may be
          made pursuant to Section 3.7, Section 3.8, Section 5.15 or Section
          5.19;

                    (iii) reduce the rate of or change the time for payment of
          interest, including default interest, if any, on any Note;

                    (iv) waive a Default or Event of Default in the payment of
          principal of or premium, if any, interest on, or redemption payment
          with respect to, any Note (other than a Default in the payment of an
          amount due as a result of an acceleration if the Holders rescind such
          acceleration pursuant to Section 7.2);

                    (v) make any Note payable in money other than that stated in
          the Notes;

                    (vi) make any change in Section 7.3, Section 7.6 or in this
          Section 10.2 with respect to the requirement for the consent of any
          affected Holder;

                    (vii) waive a redemption payment with respect to any Note;

                    (viii) make any change adversely affecting the contractual
          ranking of the Obligations of the Issuer under the Notes or this
          Indenture or of the Subsidiary Guarantors under their respective
          Subsidiary Guarantees;

                    (ix) release all or substantially all of the Collateral
          other than in accordance with the procedures set forth in the
          Collateral Documents, or amend, waive or otherwise modify any
          provisions in the Transaction Documents which would have the effect of
          releasing all or substantially all of Collateral or modifying the
          provisions for such release;

                    (x) except as permitted by the Indenture and the Collateral
          Documents, create any Lien on the Collateral (other than Permitted
          Liens) ranking prior to, or on parity with, the security interest
          created by this Indenture and the Collateral Documents or deprive any
          Holder of Notes of the benefit of the Lien of the Indenture and the
          Collateral Documents; or

                    (xi) make any change in any of the foregoing clauses (i)
          through (ix).

          Section 10.3 Compliance with Trust Indenture Act.

          If, at the time of an amendment to this Indenture, the Collateral
Documents, or the Notes, this Indenture shall be qualified under the TIA, every
amendment to this Indenture, the

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Collateral Documents, or the Notes shall be set forth in a supplemental
indenture that complies with the TIA as then in effect.

          Section 10.4 Revocation and Effect of Consents.

          Until a supplemental indenture, an amendment or waiver becomes
effective, a consent to it by a Holder of a Note is a continuing consent by the
Holder and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
is not made on any Note. A supplemental indenture, amendment or waiver becomes
effective in accordance with its terms and thereafter binds every Holder of
Notes amended thereby.

          The Issuer may fix a record date for determining which Holders must
consent to such supplemental indenture, amendment or waiver. If the Issuer fixes
a record date, the record date shall be fixed at (a) the later of thirty (30)
days prior to the first solicitation of such consent or the date of the most
recent list of Holders furnished to the Trustee prior to such solicitation
pursuant to Section 2.5, or (b) such other date as the Issuer shall designate.

          Section 10.5 Notation on or Exchange of Notes.

          The Trustee may place an appropriate notation about a supplemental
indenture, amendment or waiver on any Note thereafter authenticated.

          Section 10.6 Trustee and Collateral Trustee to Sign Amendments, etc.

          The Trustee and Collateral Trustee shall sign any amendment or
supplemental indenture authorized pursuant to this ARTICLE X if the amendment
does not adversely affect the rights, duties, liabilities or immunities of the
Trustee or the Collateral Trustee. If it does, the Trustee and the Collateral
Trustee may, but need not, sign it. In signing or refusing to sign such
amendment or supplemental indenture, the Trustee and the Collateral Trustee
shall be entitled to receive, if requested, an indemnity reasonably satisfactory
to it and to receive and, subject to Section 8.1, shall be fully protected in
relying upon, an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that such amendment or supplemental indenture is authorized or
permitted by this Indenture, that it is not inconsistent herewith, that all
conditions precedent to the execution of such amendment have been met and that
it shall be valid and binding upon the Issuer in accordance with its terms.

                                   ARTICLE XI
                              SUBSIDIARY GUARANTEES

          Section 11.1 Subsidiary Guaranty.

          (a) For good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, subject to Section 11.3, each Subsidiary
Guarantor, jointly and severally, hereby unconditionally guarantees to each
Holder and the Trustee, irrespective of the

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validity or enforceability of this Indenture, the Notes, the Collateral
Documents, the Transaction Documents or the Obligations of the Issuer hereunder
or thereunder:

                    (i) the due and punctual payment of the principal and
          premium, if any, of, and interest on, the Notes (including, without
          limitation, interest after the filing of a petition initiating any
          proceedings referred to in Section 7.1(a)(viii) or Section
          7.1(a)(ix)), whether at Stated Maturity or on an interest payment
          date, by acceleration, call for redemption or otherwise;

                    (ii) the due and punctual payment of interest on the overdue
          principal and premium, if any, of interest on, the Notes, if lawful;

                    (iii) the due and punctual payment and performance of all
          other Obligations of the Issuer under the Notes, this Indenture, the
          Collateral Documents and the Transaction Documents, all in accordance
          with the terms set forth herein and in the Notes, the Collateral
          Documents and the Transaction Documents; and

                    (iv) in case of any extension of time of payment or renewal
          of any Notes or any of such other Obligations hereunder or under the
          Notes, the Collateral Documents or the Transaction Documents, the due
          and punctual payment or performance thereof in accordance with the
          terms of the extension or renewal, whether at stated maturity, by
          acceleration or otherwise (all such Obligations guaranteed hereby
          being the "Guaranteed Obligations", including, without limitation,
          interest accruing following an Insolvency Event, at the applicable
          rate specified in this Indenture, whether or not such interest is
          allowed as a claim in a proceeding relating to such Insolvency Event).

          (b) Failing payment when due by the Issuer of any amount so guaranteed
for whatever reason, the Subsidiary Guarantors shall be jointly and severally
obligated to pay the same immediately.

          (c) Any and all payments made by the Subsidiary Guarantor hereunder
shall be made free and clear of, and without deduction or withholding for or on
account of, Non-Excluded Taxes. If any Subsidiary Guarantor shall be required by
law to withhold or deduct any Non-Excluded Taxes or Other Taxes from or in
respect of any sum payable hereunder (A) the sum payable to such Holder,
Collateral Trustee or Trustee shall be increased as may be necessary so that
after making all required withholding or deductions (including withholding or
deductions applicable to additional sums payable under this Section 11.1) such
Holder, Trustee or Collateral Trustee receives an amount equal to the sum it
would have received had no such withholding or deductions been made, (B) the
Subsidiary Guarantors shall make such withholding or deductions, and (C) the
Subsidiary Guarantors shall pay the full amount withheld or deducted to the
relevant taxation authority or other authority in accordance with applicable
law.

          (d) Each Subsidiary Guarantor agrees to pay any Other Taxes. Whenever
any Non-Excluded Taxes or Other Taxes are payable by the Subsidiary Guarantors,
within 30 days

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thereafter a Subsidiary Guarantor shall send to the Trustee for the account of
the relevant Holder a certified copy of an original official receipt received by
the Issuer showing payment thereof.

          (e) Each Guarantor agrees to indemnify each Holder, the Collateral
Trustee and the Trustee from and against, and reimburse each on demand for, the
full amount of all Non-Excluded Taxes and Other Taxes (including, without
limitation, any Non-Excluded Taxes and Other Taxes imposed by any Governmental
Authority on amounts payable under this Section 11.1 and any additional income
or franchise taxes resulting therefrom) imposed upon, incurred or paid by such
Holder, Trustee or Collateral Trustee or any of their respective Affiliates and
any liability (including penalties, interest, and out-of-pocket expenses paid to
third parties) arising therefrom or with respect thereto (whether directly or
indirectly), whether or not such Non-Excluded Taxes or Other Taxes were lawfully
payable, and whether or not such Non-Excluded Taxes or Other Taxes were
correctly or legally asserted by the relevant taxing authority or other
Governmental Authority. A certificate as to any additional amount payable to any
Person under this Section 11.1 submitted by it to the applicable Subsidiary
Guarantor shall, absent manifest error, be final, conclusive and binding upon
all parties hereto.

          (f) If a Holder, Trustee or Collateral Trustee shall become aware that
it is entitled to claim a refund from a Governmental Authority in respect of
Non-Excluded Taxes or Other Taxes with respect to which a Subsidiary Guarantor
has paid additional amounts pursuant to this Section 11.1, it promptly shall
notify the applicable Subsidiary Guarantor of the availability of such refund
claim. Upon receipt of a written request from a Subsidiary Guarantor, such
Holder, Trustee or Collateral Trustee shall use reasonable efforts to file a
timely claim to such taxation authority for such refund, solely at such
Subsidiary Guarantor's expense. If a Holder, Trustee or Collateral Trustee
receives a refund (including pursuant to a claim for refund made pursuant to the
preceding sentence) or a permanent net tax benefit in respect of any
Non-Excluded Taxes or Other Taxes with respect to which a Subsidiary Guarantor
has paid additional amounts pursuant to this Section 11.1, it shall within 30
days from the date of such receipt pay over the amount of such refund or
permanent net tax benefit to the applicable Subsidiary Guarantor, net of all
reasonable out-of-pocket expenses of such Holder, Trustee or Collateral Trustee
and without interest (other than interest paid by the relevant taxation
authority with respect to such refund); provided that such Subsidiary Guarantor,
upon the request of such Holder, Trustee or Collateral Trustee, agrees to
promptly repay the amount paid over to such Subsidiary Guarantor (plus
penalties, interest and other reasonable charges) to such Holder, Trustee or
Collateral Trustee in the event such Holder, Trustee or Collateral Trustee is
required to repay such refund to such taxation authority or loses such net tax
benefit.

          (g) This Subsidiary Guarantee is irrevocable, absolute, present and
unconditional. Each Subsidiary Guarantor guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of this
Indenture, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of the Trustee,
the Collateral Trustee or the Holders with respect thereto. The liability of
each Subsidiary Guarantor under its Subsidiary Guarantee herein shall be
absolute and unconditional irrespective of:

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               (i) the validity, assignment, enforceability, avoidance, novation
     or subordination of, in whole or in part, any of the Guaranteed
     Obligations, this Indenture or the other Transaction Documents with respect
     to the Issuer or any agreement or instrument relating thereto;

               (ii) any change in the time, manner or place of payment of, or in
     any other term of, all or any of the Guaranteed Obligations, or any other
     amendment or waiver of or any consent to departure from this Indenture,
     including any increase in the Guaranteed Obligations resulting from the
     extension of additional credit to the Issuer or otherwise;

               (iii) the failure to give notice to such Subsidiary Guarantor of
     the occurrence of a Default or Event of Default under the provisions of
     this Indenture or the other Transaction Documents;

               (iv) any taking, exchange, release or nonperfection of any
     collateral, or any taking, release or amendment or waiver of or consent to
     departure from any other guaranty, for all or any of the Guaranteed
     Obligations;

               (v) any manner of application of Collateral, or proceeds thereof,
     or payments and credits hereunder, to all or any of the Guaranteed
     Obligations, or any manner of sale or other disposition of any collateral
     or any other assets of the Issuer;

               (vi) any failure, omission, delay by or inability on the part of
     the Trustee, Collateral Trustee or the Holders to assert or exercise any
     right, power or remedy conferred on the Trustee, the Collateral Trustee or
     the Holders in this Indenture or the other Transaction Documents;

               (vii) any change in the corporate structure, or termination,
     dissolution, consolidation or merger of the Issuer or any guarantor
     (including any other Subsidiary Guarantor) with or into any other entity,
     the voluntary or involuntary liquidation, dissolution, sale or other
     disposition of all or substantially all the assets of the Issuer or any
     guarantor (including any other Subsidiary Guarantor), the marshaling of the
     assets and liabilities of the Issuer or any guarantor (including any other
     Subsidiary Guarantor), the receivership, insolvency, bankruptcy, assignment
     for the benefit of creditors, reorganization, arrangement, composition with
     creditors, or readjustment of, or other similar proceedings affecting the
     Issuer or any guarantor (including any other Subsidiary Guarantor), or any
     of the assets of any of them, or except as set forth in Section 11.7, any
     change in the ownership of such Subsidiary Guarantor;

               (viii) the assignment of any right, title or interest of the
     Trustee or any Holder in this Indenture or the other Indenture Documents to
     any other Person;

               (ix) any extension or renewal of any of the Guaranteed
     Obligations;

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               (x) any exchange, surrender, substitution, modification of any
     collateral security for the Obligations of any Subsidiary Guarantor or the
     release of any security held by any Holder or the Trustee for the
     Obligations of any Subsidiary Guarantor, or the failure of Trustee,
     Collateral Trustee or any other Person to take any steps to perfect and
     maintain its security interest in, or to preserve its rights to, any
     security or collateral for the Guaranteed Obligations;

               (xi) the election by, or on behalf of, any one or more of
     Holders, Collateral Trustee and Trustee, in any proceeding instituted under
     Chapter 11 of the Bankruptcy Law;

               (xii) any borrowing or grant of a security interest by Issuer, as
     debtor-in-possession, under Section 364 of the Bankruptcy Law;

               (xiii) the disallowance, under Section 502 of the Bankruptcy Law,
     of all or any portion of the claims of any of Holders, Collateral Trustee
     or Trustee for repayment of all or any part of the Guaranteed Obligations
     or any expenses described in Section 11.1;

               (xiv) any refusal of payment by Trustee, Collateral Trustee or
     any Holder, in whole or in part, from any obligor or guarantor in
     connection with any of the Guaranteed Obligations, whether or not with
     notice to, or further assent by, or any reservation of rights against,
     Issuer or any Subsidiary Guarantor;

               (xv) any defense, setoff, cross claim or counterclaim which may
     at any time be available to or asserted by or against any Subsidiary
     Guarantor or Issuer; or

               (xvi) any other event or circumstance (including any statute of
     limitations), whether foreseen or unforeseen and whether similar or
     dissimilar to any of the foregoing, that might otherwise constitute a
     defense available to, or a discharge of, the Issuer or a guarantor
     (including any other Subsidiary Guarantor), other than payment in full of
     the Guaranteed Obligations; it being the intent of such Subsidiary
     Guarantor that its obligations hereunder shall not be discharged except by
     payment of all amounts owing pursuant to this Indenture or the Notes and
     except as otherwise provided in Section 11.7 or ARTICLE IX.

          (i) Each Subsidiary Guarantor hereby agrees that it shall not be
entitled to and irrevocably waives: (i) promptness, diligence, presentment, and
demand of payment, (ii) filing of claim with a court in the event of insolvency
or bankruptcy of the Issuer, any Subsidiary Guarantor, any other Subsidiary of
the Issuer or any other obligor under the Notes, (iii) any right to require a
proceeding first against the Issuer, any Subsidiary Guarantor, any other
Subsidiary of the Issuer or any other obligor under this Indenture, the Notes or
the Collateral Documents, (iv) protest, notice and all demands whatsoever, (v)
any requirement that the Trustee, Collateral Trustee, any Holder or any other
Person protect, secure, perfect or insure any Lien or any Property subject
thereto or exhaust any right or take any action against the Issuer or any other
Person or any Collateral, or obtain any relief pursuant to this Indenture or
pursue any other

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available remedy, (vi) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES, (vii)
any defense arising by reason of any claim or defense based upon an election of
remedies by the Trustee, the Collateral Trustee or any Holder which in any
manner impairs, reduces, releases or otherwise affects its subrogation,
contribution or reimbursement rights or other rights to proceed against the
Issuer or any other Person or any Collateral; (viii) any duty on the part of the
Trustee, the Collateral Trustee or any Holder to disclose to such Subsidiary
Guarantor any matter, fact or thing relating to the business, operation or
condition of the Issuer and its assets now or hereafter known by the Trustee,
Collateral Trustee or such Holder; (ix) all notices of the existence, creation
or incurring of new or additional indebtedness, arising either from additional
financial accommodations extended to Issuer or otherwise; (x) any defense based
upon any requirement of law which provides that the obligation of a surety must
be neither large in amount nor in other respects more burdensome than that of
the principal.

          (j) If any Holder, the Trustee or the Collateral Trustee is required
by any court or otherwise to return to the Issuer, any Subsidiary Guarantor, any
other Subsidiary of the Issuer or any other obligor under this Indenture, the
Notes or the Collateral, or any trustee, liquidator or other similar official,
any amount paid by the Issuer, any Subsidiary Guarantor, any other Subsidiary of
the Issuer or any other obligor under this Indenture, the Notes or the
Collateral Documents to the Trustee, the Collateral Trustee or such Holder, the
Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated
in full force and effect.

          (k) Each Subsidiary Guarantor agrees that, as between the Subsidiary
Guarantors, on the one hand, and the Holders, the Trustee and the Collateral
Trustee, on the other hand, (i) the maturity of the Obligations of the Issuer
guaranteed, hereby may be accelerated as provided in Section 7.2 for the
purposes of the Subsidiary Guarantees, notwithstanding any stay, injunction or
other prohibition preventing such acceleration as to the Issuer of the
Obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of those Obligations as provided in Section 7.2, those Obligations
(regardless of whether due and payable) will forthwith become due and payable by
each of the Subsidiary Guarantors for the purpose of the Subsidiary Guarantees.

          (l) Each Subsidiary Guarantor agrees that the Obligations under this
Indenture and the Transaction Documents may be extended or renewed, in whole or
in part, without notice or further assent from such Subsidiary Guarantor and
that such Subsidiary Guarantor will remain bound under this ARTICLE XI
notwithstanding the extension or renewal of any such Obligation.

          Section 11.2 Execution and Delivery of the Subsidiary Guarantees.

          (a) To evidence the Subsidiary Guarantees set forth in Section 11.1,
the Issuer and each Subsidiary Guarantor hereby agrees that

                    (i) a notation of the Subsidiary Guarantees substantially as
          set forth on Exhibit E hereto shall be endorsed on each Note
          authenticated and delivered by the Trustee;

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                    (ii) such endorsement shall be executed on behalf of each
          Subsidiary Guarantor by its manager, chairman of the board, president,
          chief financial officer, chief operating officer, treasurer, secretary
          or any vice president; and

                    (iii) a counterpart signature page to this Indenture and
          each Collateral Document and Transaction Document shall be executed on
          behalf of each Subsidiary Guarantor by its manager, chairman of the
          board, president or one of its vice presidents and attested to by
          another officer acknowledging such Subsidiary Guarantor's agreement to
          be bound by the provisions hereof and thereof.

          (b) Each Subsidiary Guarantor hereby agrees that its Subsidiary
Guaranty set forth in Section 11.1 shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Subsidiary Guaranty.

          (c) If an officer whose signature is on this Indenture no longer holds
that office at the time the Trustee authenticates the Notes on which a
Subsidiary Guaranty is endorsed, the Subsidiary Guaranty shall nevertheless be
valid.

          (d) The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Subsidiary Guarantees
set forth in this Indenture on behalf of the Subsidiary Guarantors.

          Section 11.3 Limitation on Subsidiary Guarantor's Liability.

          Each Subsidiary Guarantor and, by its acceptance hereof, each Holder
hereby confirms that it is the intention of all such parties that the guaranty
by such Subsidiary Guarantor pursuant to its Subsidiary Guaranty not constitute
a fraudulent transfer or conveyance for purposes of any federal or state law. To
effectuate the foregoing intention, the Holders and the Subsidiary Guarantors
hereby irrevocably agree that the Obligations of each Subsidiary Guarantor under
its Subsidiary Guaranty shall be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of such Subsidiary
Guarantor and to any collections from or payments made by or on behalf of any
other Subsidiary Guarantor in respect of the Obligations of such other
Subsidiary Guarantor under its Subsidiary Guaranty, result in the Obligations of
such Subsidiary Guarantor under its Subsidiary Guaranty not constituting a
fraudulent conveyance or fraudulent transfer under federal or state law and not
rendering a Subsidiary Guarantor insolvent.

          Section 11.4 Rights under the Subsidiary Guarantees.

          (a) No payment by any Subsidiary Guarantor pursuant to the provisions
hereof shall entitle such Subsidiary Guarantor to any payment out of any
Collateral or give rise to any claim of the Subsidiary Guarantors against the
Trustee, the Collateral Trustee or any Holder.

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          (b) Each Subsidiary Guarantor waives notice of the issuance, sale and
purchase of the Notes and notice from the Trustee, the Collateral Trustee or the
Holders from time to time of any of the Notes of their acceptance and reliance
on its Subsidiary Guaranty.

          (c) No set-off, counterclaim, reduction or diminution of any
obligation or any defense of any kind or nature (other than performance by the
Subsidiary Guarantors of their obligations hereunder) that any Subsidiary
Guarantor may have or assert against the Trustee, the Collateral Trustee or any
Holder shall be available hereunder to such Subsidiary Guarantor.

          Section 11.5 Primary Obligations.

          The Obligations of each Subsidiary Guarantor hereunder shall
constitute a guaranty of payment and not of collection. Each Subsidiary
Guarantor agrees that it is directly liable to each Holder hereunder, that the
Obligations of each Subsidiary Guarantor hereunder are independent of the
Obligations of the Issuer or any other Subsidiary Guarantor, and that a separate
action may be brought against each Subsidiary Guarantor, whether such action is
brought against the Issuer or any other Subsidiary Guarantor or whether the
Issuer or any other Subsidiary Guarantor is joined in such action. Each
Subsidiary Guarantor agrees that its liability hereunder shall be immediate and
shall not be contingent upon the exercise or enforcement by the Trustee, the
Collateral Trustee or the Holders of whatever remedies they may have against the
Issuer or any other Subsidiary Guarantor or the enforcement of any lien or
realization upon any security the Trustee or the Collateral Trustee may at any
time possess. Each Subsidiary Guarantor agrees that any release that may be
given by the Trustee, the Collateral Trustee or the Holders to the Issuer or any
other Subsidiary Guarantor shall not release such Subsidiary Guarantor.

          Section 11.6 Guaranty by Future Subsidiaries.

          The Issuer shall cause each Person other than a Foreign Subsidiary and
a Subsidiary of EFILM, DHD Ventures and PANY (except to the extent required
pursuant to the definition of "Specified Disposition", and, with respect to PANY
and any Subsidiary of PANY, except to the extent provided in the definition of
"Subsidiary Guarantor") that becomes a Restricted Subsidiary after the Issue
Date (regardless of whether through formation, acquisition, merger or otherwise)
to, concurrently with so becoming a Restricted Subsidiary to:

          (a) become a Subsidiary Guarantor hereunder and execute and deliver to
the Trustee an endorsement of its Subsidiary Guaranty in the form of Exhibit E
attached hereto and a supplemental indenture in form reasonably satisfactory to
the Trustee, pursuant to which such Restricted Subsidiary shall unconditionally
guarantee all of the Issuer's Obligations under the Notes, this Indenture, and
the Collateral Documents as set forth in Section 11.1,

          (b) execute Collateral Documents (substantially in the form of the
Collateral Documents entered into on the Issue Date) or a supplement thereto
necessary to grant to the Trustee a valid, enforceable, perfected Lien on the
Collateral described therein, and

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          (c) deliver to the Trustee an Opinion of Counsel, in form reasonably
satisfactory to the Trustee, to the effect that (i) such supplemental indenture,
Subsidiary Guaranty and Collateral Documents have been duly authorized, executed
and delivered by such Restricted Subsidiary and (ii) such supplemental
indenture, Subsidiary Guaranty and Collateral Documents constitute legal, valid,
binding and enforceable obligations of such Restricted Subsidiary, subject to
customary exceptions for bankruptcy, fraudulent transfer and equitable
principles.

          Each Note issued after the date of execution by any Subsidiary
Guarantor of a Subsidiary Guaranty shall be endorsed with a form of Subsidiary
Guaranty that has been executed by such Subsidiary Guarantor. However, the
failure of any Note to have endorsed thereon a Subsidiary Guaranty executed by
such Subsidiary Guarantor shall not affect the validity or enforceability of
such Subsidiary Guaranty against such Subsidiary Guarantor.

          Section 11.7 Release of Subsidiary Guarantors.

          If (a) all of the Capital Stock of any Subsidiary Guarantor is sold by
the Issuer or any of the Subsidiaries to a Person (other than the Issuer or any
of its Subsidiaries) and the Net Proceeds from such Asset Disposition are used
in accordance with Section 5.19, (b) if any Subsidiary Guarantor consummates a
transaction permitted in ARTICLE VI, or (c) if the Required Holders consent in
writing, then in each case such Subsidiary Guarantor shall be released and
discharged from all of its obligations under its Subsidiary Guaranty of the
Notes, this Indenture and the Collateral Documents. At the request of the
Issuer, the Trustee and Collateral Trustee shall execute and deliver an
instrument evidencing any release permitted by this Section 11.7.

          Section 11.8 Waiver of Subrogation and Contribution.

          Until this Indenture has been discharged, each Subsidiary Guarantor
hereby irrevocably waives any claim or other right which it may now or hereafter
acquire against the Issuer or any guarantor (including any other Subsidiary
Guarantor) that arise from the existence, payment, performance or enforcement of
such Subsidiary Guarantor's obligations under its Subsidiary Guarantee herein,
including any right of subrogation, reimbursement, exoneration, contribution,
indemnification, any right to participate in any claim or remedy of the Trustee,
Collateral Trustee or any Holder against the Issuer or any guarantor or any
Collateral which the Trustee, Collateral Trustee or any Holder now has or
hereafter acquires, whether or not such claim, remedy or right arises in equity,
or under contract, statute or common law, including the right to take or receive
from the Issuer, directly or indirectly, in cash or other Property or by setoff
or in any other manner, payment or security on account of such claim or other
rights. If any amount shall be paid to such Subsidiary Guarantor in violation of
the preceding sentence and the Guaranteed Obligations shall not have been paid
in full, such amount shall be deemed to have been paid to such Subsidiary
Guarantor for the benefit of, and held in trust for the benefit of, the Trustee,
the Collateral Trustee and the Holders, and shall forthwith be paid to the
Trustee for the benefit of the Holders to be credited and applied to the
Guaranteed Obligations, whether matured or unmatured, in accordance with the
terms of this Indenture. Each Subsidiary Guarantor acknowledges that it will
receive direct and indirect benefits from the financing

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arrangements contemplated by this Indenture and that the waivers set forth in
this Section 11.8 are knowingly made in contemplation of such benefits.

          Section 11.9 Cumulative Remedies.

          The remedies herein provided are cumulative and not exclusive of any
remedies provided by law. The Trustee, Collateral Trustee and the Holders shall
have all the rights and remedies granted in this Indenture and the other
Transaction Documents and available at law or in equity, and these same rights
and remedies may be pursued separately, successively or concurrently against the
Issuer or any Subsidiary Guarantor, or any Collateral.

          Section 11.10 Successors and Assigns

          Until its Subsidiary Guaranty is released, this ARTICLE XI shall be
binding upon each Subsidiary Guarantor and its successors and assigns and shall
inure to the benefit of the successors and assigns of the Trustee, the
Collateral Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder, the Trustee or the Collateral Trustee, the
rights and privileges conferred upon that party in this Indenture and in the
other Transaction Documents shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions of this
Indenture.

                                  ARTICLE XII
                                SECURITY INTEREST

          Section 12.1 Collateral Documents.

          To secure the due and punctual payment, performance and observance of
the Obligations, the Issuer has simultaneously with the execution of this
Indenture entered into the Collateral Documents and has made an assignment and
pledge of or otherwise transferred or caused to be transferred its right, title
and interest in and to the Collateral, pursuant to the other Collateral
Documents and in the manner and to the extent therein provided. Each Holder, by
accepting a Note, agrees to all of the terms and provisions of each Collateral
Document (including, without limitation, the provisions providing for the
release of Collateral), as the same may be in effect or may be amended from time
to time pursuant to its terms and the terms hereof. The Issuer will execute,
acknowledge and deliver to the Collateral Trustee such further assignments,
transfers, assurances or other instruments as the Collateral Trustee may require
or request, and will do or cause to be done all such acts and things as may be
necessary or proper, or as may be reasonably required by the Collateral Trustee
to assure and confirm to the Collateral Trustee the security interest in the
Collateral contemplated hereby and by the other Collateral Documents or any part
thereof, as from time to time constituted, so as to render the same available
for the security and benefit of this Indenture and of the Notes secured hereby,
according to the intent and purposes herein expressed.

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          Section 12.2 Opinions, Certificates and Appraisals.

          (a) The Issuer shall furnish to the Collateral Trustee promptly after
the execution and delivery of this Indenture but prior to authentication of any
Notes, Opinions of Counsel covering such jurisdictions as the Initial Purchasers
may reasonably request (i) stating that in the opinion of such counsel the
actions necessary to be taken under the Uniform Commercial Code of all
applicable jurisdictions, or otherwise with respect to the recording,
registering and filing of this Indenture, the other Collateral Documents,
financing statements or other instruments to make effective and to perfect the
Liens intended to be created by the Collateral Documents have been taken and
reciting with respect to the security interests in the Collateral, the details
of such actions, or (ii) stating that, in the opinion of such counsel, no such
action is necessary to make such Liens effective and perfected.

          (b) The Issuer shall furnish to the Collateral Trustee on or before
January 30 in each year beginning with January 30, 2005, an Opinion of Counsel,
dated as of such date, either (i) stating that, subject to customary assumptions
and exclusions, in the opinion of such counsel, action has been taken with
respect to the recording, registering, filing rerecording, re-registering and
refiling (in this section, "recordation") of all supplemental indentures,
financing statements, continuation statements or other instruments of further
assurance as is necessary to maintain the Lien intended to be created by the
Collateral Documents (if not then terminated pursuant to their terms) and the
perfection thereof for the succeeding thirteen (13) months and reciting with
respect to the security interests in the Collateral the details of such action
or referring to prior Opinions of Counsel in which such details are given, or
(ii) stating that, subject to customary assumptions and exclusions, in the
opinion of such counsel, no such action is necessary to maintain such Lien and
the perfection thereof.

          (c) The release of any Collateral from the terms of the Collateral
Documents and as permitted in Section 12.5 will not be deemed to impair the
security under this Indenture in contravention of the provisions hereof if and
to the extent the Collateral is released pursuant to the Collateral Documents.
To the extent applicable, the Issuer shall cause TIA Section 314(d) relating to
the release of property or securities from the lien of the Collateral Documents
and relating to the substitution therefor of any property or securities to be
subjected to the Lien of the Collateral Documents, to be complied with. With
respect to any such substitution, the Issuer shall furnish to the Trustee an
Independent Financial Advisor's Certificate if required by TIA Section 314(d).
Any certificate or opinion required by TIA (Section) 314(d) may be made by an
Officer of the Issuer, except in cases where TIA Section 314(d) requires that
such certificate or opinion be made by an independent person, which person shall
meet the requirements set forth in clauses (a) through (c) of the definition of
the term "Independent Financial Advisor."

          Section 12.3 Authorization of Actions to be Taken by the Trustee Under
the Collateral Documents.

          The Collateral Trustee may, in its sole discretion and without the
consent of the Holders, take all actions it deems necessary or appropriate to
(a) enforce any of the terms of the Collateral Documents and (b) collect and
receive any and all amounts payable in respect of the obligations of the Issuer
under this ARTICLE XII. Subject to the provisions of this Indenture and

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the other Collateral Documents, the Collateral Trustee shall have power to
institute and to maintain such suits and proceedings as it may deem expedient to
prevent any impairment of the Collateral by any acts which may be unlawful or in
violation of the Collateral Documents or this Indenture, and such suits and
proceedings as it may deem expedient to preserve or protect its interest and the
interests of the Holders in the Collateral (including power to institute and
maintain suits or proceedings to restrain the enforcement of or compliance with
any legislative or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid if the enforcement of or compliance with,
such enactment, rule or order would impair the security interest hereunder or be
prejudicial to the interests of the Holders or of the Collateral Trustee in any
such capacity). Except to the extent that the Collateral Trustee is authorized
to act without the consent of the Holders pursuant to Sections 5.2(d),
8.5(a)(i), 8.5(a)(iii), 8.5(a)(iv), 8.5(b) (except as it relates to 8.5(a)(ii)),
8.5(c), 10.2(b) and 10.2(d) (except to the extent set forth in the proviso
thereof) of the Intercreditor Agreement, the Collateral Trustee shall take any
action permitted by the Collateral Documents with respect to the Collateral and
the Collateral Documents as requested in writing by the Required Holders;
provided, however, that the Collateral Trustee shall not be obligated to take
such action which is in conflict with any provision of law or of this Indenture
or the Collateral Documents with respect to which the Collateral Trustee has not
received adequate security or indemnity satisfactory to it against any loss,
liability or expense. Under no circumstance shall the Collateral Trustee be
liable for following the instructions of the Required Holders, except for gross
negligence or willful misconduct.

          Section 12.4 Release of Collateral.

          Collateral may be released from time to time in accordance with the
terms of the Collateral Documents. The Trustee shall, from time to time, confirm
to the Collateral Trustee that any release of Collateral from the security
interest or Lien of the Collateral Documents is permitted under this Indenture
upon receipt by a Trust Officer of (a) at least one (1) Business Day prior to
the requested date for such confirmation, an Officers' Certificate from the
Issuer requesting such release and describing the property to be so released and
stating that such release complies with the terms of this Indenture and the
Collateral Documents, and (b) simultaneous with or prior to such request, any
Officers' Certificates or Opinions of Counsel required by TIA Section 314(d) in
connection with such release, in compliance with Section 13.4 and Section 13.5.

          Section 12.5 Release Upon Termination of the Issuer's Obligations.

          (a) In the event that the Issuer delivers an Officers' Certificate
certifying that all of the Obligations of the Issuer and the Subsidiary
Guarantors under the Transaction Documents have been satisfied and discharged by
complying with the provisions of Section 4.1 or ARTICLE IX hereof, the Trustee
shall deliver to the Collateral Trustee a notice stating that the Trustee, on
behalf of the Holders, disclaims and gives up any and all rights it has in or to
the Collateral, and any rights it has under the Collateral Documents, and, upon
and after the receipt by the Collateral Trustee of such notice, Collateral
Trustee shall not be deemed to hold the security interests in the Collateral on
behalf of the Trustee for the benefit of the Holders.

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          (b) Any release of Collateral made strictly in compliance with the
provisions of this Section 12.5 shall not be deemed to impair the security
interests in contravention of the provisions of this Indenture.

          Section 12.6 When Trustee is Collateral Trustee. At any time the
Trustee under this Indenture and the Collateral Trustee under the Collateral
Documents are the same Person. then the Trustee and the Collateral Trustee shall
not be required to provide any written notices or issue any written instructions
that are required under this Indenture to be provided or issued (a) by the
Trustee to the Collateral Trustee, or (b) by the Collateral Trustee to the
Trustee.

                                  ARTICLE XIII

                                  MISCELLANEOUS

          Section 13.1 Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties shall control.

          Section 13.2 Notices.

          The Issuer and Restricted Subsidiaries shall mail to the Initial
Holders a copy of all written notices given by Issuer or such Restricted
Subsidiary to the Trustee or the Collateral Trustee hereunder or under any of
the other Transaction Documents, at the same time and in the same manner as such
notice is given to the Trustee and the Collateral Trustee.

          Any notice or communication by the Issuer or the Trustee to others is
duly given if in writing and delivered in person or mailed by first-class mail
(registered or certified, return receipt requested), telecopier or overnight air
courier guaranteeing next day delivery, to the others' addresses:

                                  If to the Issuer or any Subsidiary Guarantor:

                                  Panavision Inc.
                                  6219 De Soto Avenue
                                  Woodland Hills, California 91367
                                  Attention: Chief Financial Officer
                                  Telephone No.: (818) 316-2134
                                  Telecopier No.: (818) 316-1130

                                  If to the Trustee or the Collateral Trustee:

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                                  Wilmington Trust Company
                                  Rodney Square North
                                  1100 North Market Street
                                  Wilmington, DE 19890-0001
                                  Attention: Corporate Trust Administration
                                  Telecopier No.: (302) 636-4140

                                  If to any Initial Holder:

                                  To the address set forth for such Initial
                                  Holder on the Purchase Agreement

          The Issuer or the Trustee, as the case may be, by notice to the others
may designate additional or different addresses for subsequent notices or
communications.

          All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; upon receipt, if deposited in the mail, postage prepaid;
when receipt acknowledged, if telecopied; and the next Business Day after timely
delivery to the courier, if sent by overnight air courier guaranteeing next day
delivery. All notices and communications to the Trustee shall be deemed to have
been duly given only if actually received by the Trustee.

          Any notice or communication to a Holder shall be mailed by first-class
mail, to his address shown on the register kept by the Registrar. Failure to
mail a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders.

          If a notice communication is mailed in the manner provided above
within the time prescribed, it is duly given, regardless of whether the
addressee receives it.

          If the Issuer mails a notice or communication to Holders, they shall
mail a copy to the Trustee at the same time.

          Section 13.3 Communication by Holders with Other Holders.

          Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Issuer, the Trustee, the Registrar and any other person shall have the
protection of TIA Section 312(c).

          Section 13.4 Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Issuer to the Trustee or the
Collateral Trustee to take any action under this Indenture, the Issuer shall
furnish to the Trustee:

          (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.5) stating that, in the

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opinion of the signers, all conditions precedent and covenants, if any, provided
for in this Indenture relating to the proposed action have been complied with;
and

          (b) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.5) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been complied with.

          Section 13.5 Statements Required in Certificate or Opinion.

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture or any Collateral Documents
(other than a certificate provided pursuant to TIA Section 314(a)(4)) shall
include:

          (a) a statement that the Person making such certificate or opinion has
read such covenant or condition;

          (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

          (c) a statement that, in the opinion of such Person, he or she has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether such covenant or condition has been complied
with; and

          (d) a statement as to whether, in the opinion of such Person, such
condition or covenant has been complied with,

provided that with respect to matters of fact, an Opinion of Counsel may rely
upon an Officers' Certificate or a certificate of a public official.

          Section 13.6 Rules of Trustee and Agents.

          The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

          Section 13.7 Legal Holidays.

          If a payment date is a Legal Holiday at a place of payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

          Section 13.8 No Recourse Against Others.

          No director, officer, employee, incorporator, stockholder, member or
controlling person of either of the Issuer or any Guarantor, as such, shall have
any liability for any obligations of either of the Issuer or any Guarantor under
the Notes, this Indenture, or the

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Collateral Documents or for any claim based on, in respect of, or by reason of
such obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release shall be part of the
consideration for the issuance of the Notes and the Subsidiary Guarantees.
Notwithstanding the foregoing nothing its this provision shall be construed as a
waiver or release of any claims under the federal securities laws.

          Section 13.9 Governing Law.

          THIS INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

          THE ISSUER AND EACH SUBSIDIARY GUARANTOR HEREBY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS INDENTURE, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE
AFORESAID COURTS.

          THE ISSUER AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

          THE ISSUER AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY CONSENTS, TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF
PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY
THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
TO THE ISSUER AND SUBSIDIARY GUARANTOR AT THE ADDRESS SET FORTH HEREIN FOR THE
ISSUER, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE ISSUER IN ANY OTHER JURISDICTION.

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          Section 13.10 No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret another indenture, loan or
debt agreement of any of the Issuer or its Subsidiaries. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

          Section 13.11 Successors.

          All agreements of the Issuer and any Subsidiary Guarantors in this
Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee in this Indenture and the Collateral Documents shall bind their
successors.

          Section 13.12 Severability.

          In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

          Section 13.13 Counterpart Originals.

          The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

          Section 13.14 Table of Contents, Headings, etc.

          The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

          Section 13.15 Confidentiality.

          (a) The Trustee, the Collateral Trustee and the Holders may not
disclose any Confidential Information, except (i) to the extent reasonably
required by a bona fide offeree, transferee or assignee (or potential
participant) in connection with the contemplated transfer (or participation),
provided, however, that any such offeree or assignee (or participant) shall
agree in writing to comply with this Section 13.15, (ii) as required or
requested by any Governmental Authority or representative thereof, as required
under any applicable law, (iii) pursuant to legal process, (iv) such information
(A) that was publicly known or otherwise known to such Person, at the time of
disclosure (except pursuant to disclosure in connection with or in violation of
this Indenture), (B) that subsequently becomes publicly known through no act or
omission by such Person, or (C) that otherwise becomes known to such Person,
other than through disclosure in connection herewith or in violation hereof, (v)
to its and its Affiliates' officers, directors, employees, accountants, lawyers
and other advisors on a need to know basis, who, in each case, shall be informed
of the restrictions on disclosing such information contained in this Section
13.5(b), (vi) the Trustee and Collateral Trustee may disclose such information
as may be

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requested by its auditors, bank examiners and similar authorities. In no event
shall the Trustee, Collateral Trustee or any Holder be obligated or required to
return any materials furnished by the Issuer or any Subsidiary thereof, (vii) to
the National Association of Insurance Commissioners or any similar organization
or any nationally recognized rating agency that requires access to information
about a Holder's investment portfolio in connection with ratings issued with
respect to such Holder, or (viii) in connection with the exercise of any remedy
hereunder or under any other Transaction Document; provided that, if reasonably
requested by the Issuer, the Trustee, Collateral Trustee and the Holders shall
make commercially reasonable efforts to determine, and inform the Issuer of, the
Persons who received such Confidential Information; provided, further, each
offeree shall be required to agree that if it does not become an assignee or
transferee (or participant) it shall return all materials furnished to it by the
Issuer, such Subsidiary thereof, the Trustee, the Collateral Trustee or any
Holder; provided, further, such Trustee, Collateral Trustee and Holder may,
without restriction hereunder, including the providing of such notice, provide
any and all of such information to any of the agencies or other governmental
entities which regularly regulate its ability to engage in any of its businesses
under state or federal law.

          (b) As used herein, the term "Confidential Information" means all
information contained in materials relating to the Issuer and its Subsidiaries
provided to the Trustee, Collateral Trustee or any Holder or its representatives
or agents that is designated as "confidential" other than (x) information which
is at the time so provided or thereafter becomes generally available to the
public other than as a result of a disclosure by the Trustee, Collateral Trustee
or one or more Holders, (y) information which was available to the Trustee,
Collateral Trustee or one or more Holders prior to its disclosure to the Holders
by the Issuer, any Restricted Subsidiary or their representatives or agents and
(z) information which becomes available to the Trustee, Collateral Trustee or
any one or more Holders from a source other than the Issuer, any Restricted
Subsidiary, their representatives or agents.

          (c) This Section 13.15 shall survive the execution and delivery of
this Indenture and the termination hereof.

                            (Signature pages follow.)

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          IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Indenture as of the date first written above.

                              PANAVISION INC., as Issuer


                              By: /s/ Eric W. Golden
                                  ----------------------------------------------
                              Name: Eric W. Golden
                              Title: Executive Vice President & General Counsel


                              PANAPAGE ONE LLC, as a Subsidiary Guarantor


                              By: /s/ Eric W. Golden
                                  ----------------------------------------------
                              Name: Eric W. Golden
                              Title: Executive Vice President & General Counsel


                              PANAPAGE TWO LLC, as a Subsidiary Guarantor


                              By: /s/ Eric W. Golden
                                  ----------------------------------------------
                              Name: Eric W. Golden
                              Title: Executive Vice President & General Counsel


                              PANAPAGE CO. LLC, as a Subsidiary Guarantor


                              By: /s/ Eric W. Golden
                                  ----------------------------------------------
                              Name: Eric W. Golden
                              Title: Executive Vice President & General Counsel


                              PANAVISION U.K. HOLDINGS, INC., as a Subsidiary
                              Guarantor


                              By: /s/ Eric W. Golden
                                  ----------------------------------------------
                              Name: Eric W. Golden
                              Title: Executive Vice President & General Counsel


                              PANAVISION REMOTE SYSTEMS, LLC, as a Subsidiary
                              Guarantor


                              By: /s/ Eric W. Golden
                                  ----------------------------------------------
                              Name: Eric W. Golden
                              Title: Executive Vice President & General Counsel

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                              LAS PALMAS PRODUCTIONS, INC., as a Subsidiary
                              Guarantor


                              By: /s/ Eric W. Golden
                                  ----------------------------------------------
                              Name: Eric W. Golden
                              Title: Executive Vice President & General Counsel


                              PANAVISION INTERNATIONAL, L.P., as a
                              Subsidiary Guarantor
                              By: Panapage Two LLC, as General Partner


                              By: /s/ Eric W. Golden
                                  ----------------------------------------------
                              Name: Eric W. Golden
                              Title: Executive Vice President & General Counsel

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                              WILMINGTON TRUST COMPANY, as Trustee


                              By: /s/ Heather L. Maier
                                  ----------------------------------------------
                              Name: Heather L. Maier
                              Title: Authorized Signer


                              WILMINGTON TRUST COMPANY, as Collateral Trustee


                              By: /s/ Heather L. Maier
                                  ----------------------------------------------
                              Name: Heather L. Maier
                              Title: Authorized Signer

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1    Definitions.....................................................1

Section 1.2    Incorporation by Reference of Trust Indenture Act..............29

Section 1.3    Rules of Construction..........................................30

                                   ARTICLE II
                                    THE NOTES

Section 2.1    Designation; Form and Dating...................................31

Section 2.2    Execution and Authentication...................................31

Section 2.3    Registrar, Paying Agent and Depositary.........................32

Section 2.4    Intentionally Omitted..........................................33

Section 2.5    Holder Lists...................................................33

Section 2.6    Transfer and Exchange..........................................33

Section 2.7    Replacement Notes..............................................38

Section 2.8    Outstanding Notes..............................................39

Section 2.9    Treasury Notes.................................................39

Section 2.10   Temporary Notes................................................39

Section 2.11   Cancellation...................................................40

Section 2.12   Defaulted Interest.............................................40

Section 2.13   Legends........................................................41

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Section 2.14   Deposit of Moneys..............................................41

Section 2.15   CUSIP Numbers..................................................42

                                   ARTICLE III
                                   REDEMPTION

Section 3.1    Notices to Trustee.............................................42

Section 3.2    Selection of Notes to Be Redeemed..............................42

Section 3.3    Notice of Redemption...........................................43

Section 3.4    Effect of Notice of Redemption.................................43

Section 3.5    Deposit of Redemption Price....................................44

Section 3.6    Notes Redeemed in Part.........................................44

Section 3.7    Optional Redemption............................................44

Section 3.8    Mandatory Redemption...........................................45

Section 3.9    Taxes..........................................................45

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

Section 4.1    Satisfaction and Discharge of Indenture........................48

Section 4.2    Application of Trust Money.....................................49

                                    ARTICLE V
                                    COVENANTS

Section 5.1    Payment of Notes...............................................50

Section 5.2    Maintenance of Office or Agency................................50

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Section 5.3    Limitation on Restricted Payments..............................51

Section 5.4    Corporate Existence............................................54

Section 5.5    Payment of Taxes and Other Claims..............................54

Section 5.6    EBITDA.........................................................54

Section 5.7    Senior Credit Facility Payments................................54

Section 5.8    Default Notices and Compliance Certificates....................55

Section 5.9    Commission Reports.............................................55

Section 5.10   Waiver of Stay, Extension or Usury Laws........................56

Section 5.11   Amendment to Certain Agreements................................56

Section 5.12   Limitation on Liens............................................57

Section 5.13   Books, Records, Access; Confidentiality........................58

Section 5.14   Security Interests.............................................58

Section 5.15   Repurchase of Notes Upon a Change in Control...................59

Section 5.16   Restrictions on Becoming an Investment Company.................60

Section 5.17   Limitation on Indebtedness.....................................60

Section 5.18   Limitation on Distributions from Restricted Subsidiaries.......62

Section 5.19   Limitation on Sales of Assets and Subsidiary Stock.............63

Section 5.20   Limitation on Affiliate Transactions...........................64

Section 5.21   Limitation on Sale/Leaseback Transactions......................65

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                                   ARTICLE VI
                       MERGER AND CONSOLIDATION PROHIBITED

Section 6.1    Merger and Consolidation of Issuer or Restricted Subsidiary....65

                                   ARTICLE VII
                              DEFAULTS AND REMEDIES

Section 7.1    Events of Default..............................................67

Section 7.2    Acceleration...................................................69

Section 7.3    Waiver of Past Defaults........................................70

Section 7.4    Control by Majority............................................70

Section 7.5    Limitation on Suits............................................70

Section 7.6    Rights of Holders to Receive Payment...........................71

Section 7.7    Collection of Indebtedness; Provisions Regarding Sale by
                  Trustee.....................................................71

Section 7.8    Trustee or Collateral Trustee May File Proofs of Claim.........71

Section 7.9    Trustee May Enforce Claims Without Possession of Notes.........72

Section 7.10   Priorities.....................................................72

Section 7.11   Restoration of Rights and Remedies.............................73

Section 7.12   Rights and Remedies Cumulative.................................73

Section 7.13   Delay or Omission Not Waiver...................................73

Section 7.14   Undertaking for Costs..........................................73

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                                  ARTICLE VIII
                     THE TRUSTEE AND THE COLLATERAL TRUSTEE

Section 8.1    Duties.........................................................74

Section 8.2    Rights of Trustee and Collateral Trustee.......................75

Section 8.3    Individual Rights of Trustees..................................76

Section 8.4    Disclaimer.....................................................76

Section 8.5    Notice of Defaults; Other Notices..............................76

Section 8.6    Reports by Trustee to Holders..................................76

Section 8.7    Compensation and Indemnity.....................................77

Section 8.8    Resignation and Removal; Appointment of Successor..............78

Section 8.9    Successor Trustee or Collateral Trustee by Merger, etc.........79

Section 8.10   Eligibility; Disqualification..................................79

Section 8.11   Additional Co-Collateral Trustees; Separate Collateral
                  Trustees....................................................80

Section 8.12   Preferential Collection of Claims Against the Issuer...........81

                                   ARTICLE IX
               DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 9.1    Discharge; Option to Effect Legal or Covenant Defeasance.......82

Section 9.2    Legal Defeasance and Discharge.................................82

Section 9.3    Covenant Defeasance............................................83

Section 9.4    Conditions to Legal or Covenant Defeasance.....................83

Section 9.5    Deposits to be Held in Trust; Other Miscellaneous
                  Provisions..................................................85

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Section 9.6    Repayment to the Issuer........................................85

Section 9.7    Reinstatement..................................................85

                                    ARTICLE X
                                   AMENDMENTS

Section 10.1   Without Consent of Holders.....................................86

Section 10.2   With Consent of Holders........................................87

Section 10.3   Compliance with Trust Indenture Act............................88

Section 10.4   Revocation and Effect of Consents..............................89

Section 10.5   Notation on or Exchange of Notes...............................89

Section 10.6   Trustee and Collateral Trustee to Sign Amendments, etc.........89

                                   ARTICLE XI
                              SUBSIDIARY GUARANTEES

Section 11.1   Subsidiary Guaranty............................................89

Section 11.2   Execution and Delivery of the Subsidiary Guarantees............94

Section 11.3   Limitation on Subsidiary Guarantor's Liability.................95

Section 11.4   Rights under the Subsidiary Guarantees.........................95

Section 11.5   Primary Obligations............................................96

Section 11.6   Guaranty by Future Subsidiaries................................96

Section 11.7   Release of Subsidiary Guarantors...............................97

Section 11.8   Waiver of Subrogation and Contribution.........................97

Section 11.9   Cumulative Remedies............................................98

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Section 11.10  Successors and Assigns.........................................98

                                   ARTICLE XII
                                SECURITY INTEREST

Section 12.1   Collateral Documents...........................................98

Section 12.2   Opinions, Certificates and Appraisals..........................99

Section 12.3   Authorization of Actions to be Taken by the Trustee Under
                  the Collateral Documents....................................99

Section 12.4   Release of Collateral.........................................100

Section 12.5   Release Upon Termination of the Issuer's Obligations..........100

Section 12.6   When Trustee is Collateral Trustee............................101

                                  ARTICLE XIII
                                  MISCELLANEOUS

Section 13.1   Trust Indenture Act Controls..................................101

Section 13.2   Notices.......................................................101

Section 13.3   Communication by Holders with Other Holders...................102

Section 13.4   Certificate and Opinion as to Conditions Precedent............102

Section 13.5   Statements Required in Certificate or Opinion.................103

Section 13.6   Rules of Trustee and Agents...................................103

Section 13.7   Legal Holidays................................................103

Section 13.8   No Recourse Against Others....................................103

Section 13.9   Governing Law.................................................104

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Section 13.10   No Adverse Interpretation of Other Agreements................105

Section 13.11   Successors...................................................105

Section 13.12   Severability.................................................105

Section 13.13   Counterpart Originals........................................105

Section 13.14   Table of Contents, Headings, etc.............................105

Section 13.15   Confidentiality..............................................105

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EXHIBIT A    - FORM OF DEFINITIVE NOTE

EXHIBIT B    - FORM OF GLOBAL NOTE

EXHIBIT C    - FORM OF CERTIFICATION RE TRANSFER

EXHIBIT D    - FORM OF LEGENDS

EXHIBIT E    - FORM OF SUBSIDIARY GUARANTY

EXHIBIT F    - FORM OF COLLATERAL AGREEMENT

EXHIBIT G    - FORM OF U.S. TAX COMPLIANCE CERTIFICATE

SCHEDULE I   - PERMITTED LIENS IDENTIFIED CLAUSE (A) OF "PERMITTED LIENS"

SCHEDULE II  - INDEBTEDNESS OUTSTANDING ON THE ISSUE DATE

SCHEDULE III - ENCUMBRANCES OR RESTRICTIONS ON THE ISSUE DATE

SCHEDULE IV  - ASSET DISPOSITIONS

SCHEDULE V   - NON-CORE ASSETS

SCHEDULE VI  - AFFILIATE TRANSACTIONS

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                                              Exhibit A: Form of Definitive Note
                                           Form of Certificate of Authentication

                                 PANAVISION INC.

CUSIP No                                                               $

                       12.50% SENIOR SECURED NOTE DUE 2009

          PANAVISION INC., a Delaware corporation (the "Issuer"), for value
received, promises to pay to [_____________] or registered assigns the principal
sum of $ dollars on January 16, 2009.

          Interest Payment Dates: March 31, June 30, September 30, December 31

          Record Dates: March 15, June 15, September 15, December 15

          Reference is made to the further provisions of this Note contained
herein, which will for all purposes have the same effect as if set forth at this
place. Additional provisions of this Note are set forth on the other side of
this Note.

                                        PANAVISION INC., a Delaware corporation


                                        ----------------------------------------
                                        Name:
                                        Title:

                                        ----------------------------------------
                                        Name:
                                        Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

WILMINGTON TRUST COMPANY, as Trustee
certifies that this is one of the Notes referred to in the Indenture


----------------------------------------
Name:
Title:

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                    [FORM OF REVERSE SIDE OF DEFINITIVE NOTE]

                       12.50% Senior Secured Note Due 2009

1.   Interest.

          Panavision Inc., a Delaware corporation (hereinafter called the
"Company," which term includes any successors under the Indenture hereinafter
referred to), promises to pay interest on the outstanding principal amount of
this Note from January 16, 2004 until maturity at the rate of (a) 12.50% per
annum plus (b) if a Specified Event of Default has occurred and is continuing,
2.50%. To the extent it is lawful, the Company promises to pay interest on any
interest payment due but unpaid on such principal amount at a rate of 15.00% per
annum compounded quarterly, plus, to the extent lawful, interest payable on such
defaulted interest.

          The Company will pay interest quarterly on March 31, June 30,
September 30 and December 31 of each year or, if any such day is not a Business
Day, on the next succeeding Business Day (each, an "Interest Payment Date"),
commencing March 31, 2004. Interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid on
the Notes, from the date of issuance. Interest will be computed on the basis of
a 360-day year consisting of twelve 30-day months.

2.   Method of Payment.

          The Company shall pay interest on the Notes (except defaulted
interest) to the Persons who are the registered Holders at the close of business
on the March 15, June 15, September 15, or December 15 immediately preceding the
Interest Payment Date. Except as provided below, the Company shall pay principal
and interest in such coin or currency of the United States of America as at the
time of payment shall be legal tender for payment of public and private debts
("Cash"). The Notes will be payable as to principal, premium and interest at the
office or agency of the Company maintained for such purpose within or without
the City and State of New York or, at the option of the Company, payment of
principal, premium and interest may be made by check mailed to the Holders at
their addresses set forth in the register of Holders, and provided that payment
by wire transfer of immediately available funds will be required with respect to
principal of and interest and premium on all Global Notes and all other Notes
the Holders of which shall have provided wire transfer instructions to the
Company or the Paying Agent.

3.   Paying Agent and Registrar.

          Wilmington Trust Company will act as Paying Agent and Registrar. The
Company may not change any Paying Agent or Registrar without prior written
consent of the Holders of at least 66 2/3% in aggregate principal amount of the
Notes then outstanding.

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4.   Indenture.

          The Company issued the Notes under an Indenture, dated as of January
16, 2004 (the "Indenture"), among the Company, the Subsidiary Guarantors named
therein and Wilmington Trust Company (the "Trustee" which term includes any
successor Trustee under the Indenture) as indenture trustee and collateral
trustee. Capitalized terms herein are used as defined in the Indenture unless
otherwise defined herein. The terms of the Notes include those stated in the
Indenture. The Notes are subject to all such terms, and Holders of Notes are
referred to the Indenture and said Act for a statement of them. The Notes are
senior secured obligations of the Company limited in aggregate principal amount
to $104,166,167. The Notes are secured by a pledge of the Collateral, subject to
the Collateral Documents and the Intercreditor Agreement.

5.   Optional Redemption.

          Except as set forth below, the Notes may not be redeemed by the Issuer
prior to January 16, 2006. On and after such date, the Issuer may redeem the
Notes in whole or in part at any time at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest, if any, thereon, if any, to the applicable redemption date, if
redeemed as set forth below:

Redemption Date                                                       Percentage
---------------                                                       ----------
On or after January 16, 2006 through January 15, 2007..............    108.000%
January 16, 2007 through January 15, 2008..........................    106.000%
January 16, 2008 through January 15, 2009..........................    103.000%

6.   Notice of Optional Redemption.

          Notice of redemption will be mailed at least thirty (30) days but not
more than sixty (60) days before a redemption date to each Holder whose Notes
are to be redeemed at such Holder's registered address. Notes in denominations
larger than $1,000 principal amount may be redeemed in part but only in whole
multiples of $1,000. If any Note is redeemed in part only, the notice of
redemption that relates to that Note will state the portion of the principal
amount thereof to be redeemed. The Issuer will issue a new Note in a principal
amount equal to the unredeemed portion of the original Note in the name of the
Holder upon cancellation of the original Note. If money sufficient to pay the
redemption price of and accrued interest on all Notes (or portions thereof) to
be redeemed on the redemption date is deposited with the Paying Agent on or
prior to the redemption date and certain other conditions are satisfied, on and
after the redemption date interest ceases to accrue on such Notes (or such
portions thereof) called for redemption.

                                 PANAVISION 12.5% SENIOR SECURED NOTES DUE 22009
                                                                       INDENTURE


                                       ii

<PAGE>

7.   Denominations; Transfer; Exchange.

          The Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. A Holder may register the transfer of,
or exchange Notes in accordance with, the Indenture. The rights evidenced by
this Note to receive principal and interest may only be transferred by the
Holder hereof to a transferee by one of two means: (a) by the surrender by
Holder of the Note to the Registrar, coupled with an instruction executed by the
Holder hereof to the Registrar to re-issue the Note to the transferee identified
in the instruction, in which case Registrar shall re-issue the Note endorsed
with the name and address of any new Holder or issue a new note in form
identical to this surrendered Note made payable to the transferee (new notes
shall be issued in any case where the Holder's interest is transferred in part
only or is transferred to more than one transferee); or (b) by the making by
Registrar of an entry in writing in the Register to reflect the transfer of the
ownership of the Note. All Register entries shall be conclusive, in the absence
of manifest error, upon all parties concerned, and all parties, including the
Paying Agent and Issuer, shall treat the person whose name is recorded in the
Register as the owner of the Note recorded therein for all purposes of such
Note. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not register
the transfer of or exchange any Notes selected for redemption.

8.   Persons Deemed Owners.

          The registered Holder of a Note may be treated as the owner of it for
all purposes.

9.   Unclaimed Money.

          If money for the payment of principal, or interest remains unclaimed
for two years, the Trustee and the Paying Agent(s) will pay the money back to
the Company at its written request. After that, all liability of the Trustee and
such Paying Agent(s) with respect to such money shall cease.

10.  Discharge Prior to Redemption or Maturity.

          Except as set forth in the Indenture, if the Company irrevocably
deposits with the Trustee, in trust, for the benefit of the Holders, Cash, U.S.
Government Obligations or a combination thereof, in such amounts as will be
sufficient in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest on the Notes
to redemption or maturity and comply with the other provisions of the Indenture
relating thereto, the Company will be discharged from certain provisions of the
Indenture and the Notes (including the restrictive covenants described in
paragraph 12 below, but excluding their obligation to pay the principal of and
interest on the Notes).

11.  Amendment; Supplement; Waiver.

          Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Notes then outstanding, and any
existing Default or Event of Default or

                                 PANAVISION 12.5% SENIOR SECURED NOTES DUE 22009
                                                                       INDENTURE


                                       iii

<PAGE>

compliance with any provision may be waived with the consent of the Holders of a
majority in aggregate principal amount of the Notes then outstanding. Without
notice to or consent of any Holder, the parties thereto may under certain
circumstances amend or supplement the Indenture or the Notes to, among other
things, cure any ambiguity, defect or inconsistency, or make any other change
that does not adversely affect the rights of any Holder of a Note.

12.  Restrictive Covenants.

          The Indenture imposes certain limitations on the ability of the
Company and the Restricted Subsidiaries to, among other things, incur additional
Indebtedness and issue Disqualified Stock, pay dividends or make certain other
restricted payments, enter into certain transactions with Affiliates, incur
Liens (other than Permitted Liens), or sell assets, merge or consolidate with
any other Person or transfer (by lease, assignment or otherwise) substantially
all of the properties and assets of the Company. The limitations are subject to
a number of important qualifications and exceptions. The Company must
periodically report to the Trustee on compliance with such limitations.

13.  Repurchase at Option of Holder.

          Upon a Change of Control, any Holder of Notes will have the right to
cause the Issuer to repurchase such Holder's Notes at a repurchase price equal
to the percentage set forth in the table below of the principal amount of the
Notes to be repurchased plus accrued interest to the date of repurchase as
provided in, and subject to the terms of, the Indenture.

Redemption Date                                                       Percentage
---------------                                                       ----------
On or after the Issue Date through January 15, 2007................    108.000%
January 16, 2007 through January 15, 2008..........................    106.000%
January 16, 2008 through January 15, 2009..........................    103.000%

          Upon certain circumstances as set forth in the Indenture with respect
to Excess Proceeds from an Asset Disposition (other than a Specified
Disposition), after applying such Excess Proceeds to permanently retire the
principal amount outstanding under the Senior Credit Agreement, the Issuer will
be required to offer to purchase the Notes with the remaining Excess Proceeds
from an Asset Disposition (other than a Specified Disposition) at a repurchase
price equal to the percentage set forth below of the principal amount of the
Notes to be repurchased plus accrued interest to the date of repurchase:

Redemption Date                                                       Percentage
---------------                                                       ----------
On or after the Issue Date through January 15, 2007................    108.000%
January 16, 2007 through January 15, 2008..........................    106.000%

                                 PANAVISION 12.5% SENIOR SECURED NOTES DUE 22009
                                                                       INDENTURE


                                       iv

<PAGE>

January 16, 2008 through January 15, 2009..........................    103.000%

          Upon certain circumstances as set forth in the Indenture with respect
to certain proceeds from a Recovery Event, after applying such proceeds to
permanently retire the principal amount outstanding under the Senior Credit
Agreement, the Issuer will be required to offer to purchase the Notes with the
remaining proceeds from a Recovery Event at a repurchase price equal to one
hundred percent (100%) of the principal amount of the Notes to be repurchased
plus accrued interest to the date of repurchase.

14.  Notation of Guaranty.

          As set forth more fully in the Indenture, the Persons constituting
Subsidiary Guarantors from time to time, in accordance with the provisions of
the Indenture, unconditionally and jointly and severally guarantee, in
accordance with Section 11.1 of the Indenture, to the Holder and to the Trustee
and its successors and assigns, that (a) the principal of and interest on the
Notes will be paid, whether at the Stated Maturity or Interest Payment Dates, by
acceleration, call for redemption or otherwise, and all other obligations of the
Company to the Holder or the Trustee under the Indenture or this Note will be
promptly paid in full or performed, all in accordance with the terms of the
Indenture and this Note, and (b) in the case of any extension of payment or
renewal of this Note or any of such other obligations, they will be paid in full
when due or performed in accordance with the terms of such extension or renewal,
whether at the Stated Maturity, as so extended, by acceleration or otherwise.
Such guarantees shall cease to apply, and shall be null and void, with respect
to any Subsidiary Guarantor who, pursuant to Article Eleven of the Indenture, is
released from its guarantees, or whose guarantees otherwise cease to be
applicable pursuant to the terms of the Indenture.

15.  Defaults and Remedies.

          If an Event of Default occurs and is continuing (other than an Event
of Default relating to certain events of bankruptcy, insolvency or
reorganization), then in every such case, unless the principal of all of the
Notes shall have already become due and payable, either the Trustee or the
Holders of 25% in aggregate principal amount of Notes then outstanding may
declare all the Notes to be due and payable immediately in the manner and with
the effect provided in the Indenture. Holders of Notes may not enforce the
Indenture or the Notes except as provided in the Indenture; provided, that the
Intercreditor Agreement restricts the enforcement of the remedies on Collateral
and certain related actions. The Trustee may require indemnity satisfactory to
it before it enforces the Indenture or the Notes. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the Notes
then outstanding may direct the Trustee in its exercise of any trust or power.

16.  Trustee or Agent Dealings with Company.

          The Trustee, Collateral Trustee and each Agent under the Indenture, in
its individual or any other capacity, may make loans to, accept deposits from,
and perform services

                                 PANAVISION 12.5% SENIOR SECURED NOTES DUE 22009
                                                                       INDENTURE


                                        v

<PAGE>

for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates as if it were not the Trustee, Collateral Trustee and such Agent.

17.  No Recourse Against Others.

          No direct or indirect stockholder, partner, employee, officer or
director, as such, past, present or future, of the Company, the Subsidiary
Guarantors or any successor entity shall have any personal liability in respect
of the obligations of the Company or the Subsidiary Guarantors under the Notes
or the Indenture by reason of his, her or its status as such stockholder,
partner, employee, officer or director. Each Holder of a Note by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Notes.

18.  Authentication.

          This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on the other side of this Note.

19.  Abbreviations and Defined Terms.

          Customary abbreviations may be used in the name of a Holder of a Note
or an assignee, such as: TEN COM ( = tenants in common), TEN ENT ( = tenants by
the entireties), JT TEN ( = joint tenants with right of survivorship and not as
tenants in common), CUST ( = Custodian), and U/G/M/A ( = Uniform Gifts to Minors
Act).

20.  CUSIP Numbers.

          Pursuant to a recommendation promulgated by the Committee on Uniform
Note Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Notes as a convenience to the Holders of the Notes. No
representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.

21.  Governing Law.

          THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Collateral Agreement. Requests
may be made to:

                                 PANAVISION 12.5% SENIOR SECURED NOTES DUE 22009
                                                                       INDENTURE


                                       vi

<PAGE>

                                        Panavision Inc.
                                        6219 De Soto Avenue
                                        Woodland Hills, California 91367
                                        Attention: Chief Financial Officer
                                        Telephone No.: (818) 316-2134
                                        Telecopier No.: (818) 316-1130

                                 PANAVISION 12.5% SENIOR SECURED NOTES DUE 22009
                                                                       INDENTURE


                                       vii

<PAGE>

                       [TO BE ATTACHED TO DEFINITIVE NOTE]

                       OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to
Section 3.8, Section 5.15 or Section 5.19 of the Indenture, check the box:

                                       [ ]

If you want to elect to have only part of this Security purchased by the Company
pursuant to Section 3.8, Section 5.15 or Section 5.19 of the Indenture, state
the Principal amount to be purchased:
$


Date:                    Your Signature:
      ------------------                 ---------------------------------------
                                          (Sign exactly as your name appears on
                                             the other side of the Security.)


Signature Guarantee:
                    ------------------------------------------------------------
                        Signature must be guaranteed by a participant in a
                        recognized signature guaranty medallion program or other
                        signature guarantor acceptable to the Trustee.

                                 PANAVISION 12.5% SENIOR SECURED NOTES DUE 22009
                                                                       INDENTURE


                                      viii

<PAGE>

                                                  Exhibit B: Form of Global Note
                                           Form of Certificate of Authentication

                                 PANAVISION INC.

CUSIP No.                                                             $

                       12.50% SENIOR SECURED NOTE DUE 2009

          PANAVISION INC., a Delaware corporation (the "Issuer"), for value
received, promises to pay to CEDE & CO. or registered assigns the principal sum
of $ dollars on January 16, 2009.

          Interest Payment Dates: March 31, June 30, September 30, December 31

          Record Dates: March 15, June 15, September 15, December 15

          Reference is made to the further provisions of this Note contained
herein, which will for all purposes have the same effect as if set forth at this
place. Additional provisions of this Note are set forth on the other side of
this Note.

                                        PANAVISION INC., a Delaware corporation


                                        ------------------------------------
                                        Name:
                                        Title:


                                        ------------------------------------
                                        Name:
                                        Title:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

WILMINGTON TRUST COMPANY, as Trustee
certifies that this is one of the Notes referred to in the Indenture


------------------------------------
Name:
Title:

                                  PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009
                                                                       INDENTURE


                                       i

<PAGE>

                      [FORM OF REVERSE SIDE OF GLOBAL NOTE]

                       12.50% Senior Secured Note Due 2009

1.   Interest.

          Panavision Inc., a Delaware corporation (hereinafter called the
"Company," which term includes any successors under the Indenture hereinafter
referred to), promises to pay interest on the outstanding principal amount of
this Note from January 16, 2004 until maturity at the rate of (a) 12.50% per
annum plus (b) if a Specified Event of Default has occurred and is continuing,
2.50%. To the extent it is lawful, the Company promises to pay interest on any
interest payment due but unpaid on such principal amount at a rate of 15.00% per
annum compounded quarterly, plus, to the extent lawful, interest payable on such
defaulted interest.

          The Company will pay interest quarterly on March 31, June 30,
September 30 and December 31 of each year or, if any such day is not a Business
Day, on the next succeeding Business Day (each, an "Interest Payment Date"),
commencing March 31, 2004. Interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid on
the Notes, from the date of issuance. Interest will be computed on the basis of
a 360-day year consisting of twelve 30-day months.

2.   Method of Payment.

          The Company shall pay interest on the Notes (except defaulted
interest) to the Persons who are the registered Holders at the close of business
on the March 15, June 15, September 15 and December 15 immediately preceding the
Interest Payment Date. Holders must surrender Notes to a Paying Agent to collect
principal payments. Except as provided below, the Company shall pay principal
and interest in such coin or currency of the United States of America as at the
time of payment shall be legal tender for payment of public and private debts
("Cash"). The Notes will be payable as to principal, premium and interest at the
office or agency of the Company maintained for such purpose within or without
the City and State of New York or, at the option of the Company, payment of
principal, premium and interest may be made by check mailed to the Holders at
their addresses set forth in the register of Holders, and provided that payment
by wire transfer of immediately available funds will be required with respect to
principal of and interest and premium on all Global Notes and all other Notes
the Holders of which shall have provided wire transfer instructions to the
Company or the Paying Agent.

3.   Paying Agent and Registrar.

          Initially, Wilmington Trust Company will act as Paying Agent and
Registrar. The Company may change any Paying Agent, Registrar or co-Registrar
without notice to the Holders. The Company or any of its Subsidiaries may,
subject to certain exceptions, act as Paying Agent, Registrar or co-Registrar.

4.   Indenture.

                       PANAVISION 12.5% SENIOR SECURED NOTES DUE 22009 INDENTURE


                                       ii

<PAGE>

          The Company issued the Notes under an Indenture, dated as of January
16, 2004 (the "Indenture"), among the Company, the Subsidiary Guarantors named
therein and Wilmington Trust Company (the "Trustee" which term includes any
successor Trustee under the Indenture) as indenture trustee and collateral
trustee. Capitalized terms herein are used as defined in the Indenture unless
otherwise defined herein. The terms of the Notes include those stated in the
Indenture. The Notes are subject to all such terms, and Holders of Notes are
referred to the Indenture and said Act for a statement of them. The Notes are
senior secured obligations of the Company limited in aggregate principal amount
to $104,166,167. The Notes are secured by a pledge of the Collateral, subject to
the Collateral Documents and Intercreditor Agreement.

5.   Optional Redemption.

          Except as set forth below, the Notes may not be redeemed by the Issuer
prior to January 16, 2006. On and after such date, the Issuer may redeem the
Notes in whole or in part at any time at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest, if any, thereon, if any, to the applicable redemption date, if
redeemed as set forth below:

Redemption Date                                                       Percentage
---------------                                                       ----------

On or after January 16, 2006 through January 15, 2007..............    108.000%

January 16, 2007 through January 15, 2008..........................    106.000%

January 16, 2008 through January 15, 2009..........................    103.000%

6.   Notice of Optional Redemption.

          Notice of redemption will be mailed at least thirty (30) days but not
more than sixty (60) days before a redemption date to each Holder whose Notes
are to be redeemed at such Holder's registered address. Notes in denominations
larger than $1,000 principal amount may be redeemed in part but only in whole
multiples of $1,000. If any Note is redeemed in part only, the notice of
redemption that relates to that Note will state the portion of the principal
amount thereof to be redeemed. The Issuer will issue a new Note in a principal
amount equal to the unredeemed portion of the original Note in the name of the
Holder upon cancellation of the original Note. If money sufficient to pay the
redemption price of and accrued interest on all Notes (or portions thereof) to
be redeemed on the redemption date is deposited with the Paying Agent on or
prior to the redemption date and certain other conditions are satisfied, on and
after the redemption date interest ceases to accrue on such Notes (or such
portions thereof) called for redemption.

7.   Denominations; Transfer; Exchange.

          The Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. A Holder may register the transfer of,
or exchange Notes in

                       PANAVISION 12.5% SENIOR SECURED NOTES DUE 22009 INDENTURE


                                      iii

<PAGE>

accordance with, the Indenture. The rights evidenced by this Note to receive
principal and interest may only be transferred by the Holder hereof to a
transferee by the making by Registrar of an entry in writing in the Register to
reflect the transfer of the ownership of the Note. All Register entries shall be
conclusive, in the absence of manifest error, upon all parties concerned, and
all parties, including the Paying Agent and Issuer, shall treat the person whose
name is recorded in the Register as the owner of the Note recorded therein for
all purposes of such Note. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or permitted by the Indenture. The Registrar
need not register the transfer of or exchange any Notes selected for redemption.

8.   Persons Deemed Owners.

          The registered Holder of a Note may be treated as the owner of it for
all purposes.

9.   Unclaimed Money.

          If money for the payment of principal, or interest remains unclaimed
for two years, the Trustee and the Paying Agent(s) will pay the money back to
the Company at its written request. After that, all liability of the Trustee and
such Paying Agent(s) with respect to such money shall cease.

10.  Discharge Prior to Redemption or Maturity.

          Except as set forth in the Indenture, if the Company irrevocably
deposits with the Trustee, in trust, for the benefit of the Holders, Cash, U.S.
Government Obligations or a combination thereof, in such amounts as will be
sufficient in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest on the Notes
to redemption or maturity and comply with the other provisions of the Indenture
relating thereto, the Company will be discharged from certain provisions of the
Indenture and the Notes (including the restrictive covenants described in
paragraph 12 below, but excluding their obligation to pay the principal of and
interest on the Notes). Upon satisfaction of certain additional conditions set
forth in the Indenture, the Company may, within one year of the Stated Maturity
of the Notes, elect to have its obligations discharged with respect to
outstanding Notes.

11.  Amendment; Supplement; Waiver.

          Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Notes then outstanding, and any
existing Default or Event of Default or compliance with any provision may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Notes then outstanding. Without notice to or consent of any
Holder, the parties thereto may under certain circumstances amend or supplement
the Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency, or make any other change that does not adversely affect the
rights of any Holder of a Note.

                       PANAVISION 12.5% SENIOR SECURED NOTES DUE 22009 INDENTURE


                                       iv

<PAGE>

12.  Restrictive Covenants.

          The Indenture imposes certain limitations on the ability of the
Company and the Restricted Subsidiaries to, among other things, incur additional
Indebtedness and issue Disqualified Stock, pay dividends or make certain other
restricted payments, enter into certain transactions with Affiliates, incur
Liens (other than Permitted Liens), or sell assets, merge or consolidate with
any other Person or transfer (by lease, assignment or otherwise) substantially
all of the properties and assets of the Company. The limitations are subject to
a number of important qualifications and exceptions. The Company must
periodically report to the Trustee on compliance with such limitations.

13.  Repurchase at Option of Holder.

          Upon a Change of Control, any Holder of Notes will have the right to
cause the Issuer to repurchase such Holder's Notes at a repurchase price equal
to the percentage set forth in the table below of the principal amount of the
Notes to be repurchased plus accrued interest to the date of repurchase as
provided in, and subject to the terms of, the Indenture.

Redemption Date                                                       Percentage
---------------                                                       ----------

On or after the Issue Date through January 15, 2007................    108.000%

January 16, 2007 through January 15, 2008..........................    106.000%

January 16, 2008 through January 15, 2009..........................    103.000%

          Upon certain circumstances as set forth in the Indenture with respect
to Excess Proceeds from an Asset Disposition (other than a Specified
Disposition), after applying such Excess Proceeds to permanently retire the
principal amount outstanding under the Senior Credit Agreement, the Issuer will
be required to offer to purchase the Notes with the remaining Excess Proceeds
from an Asset Disposition (other than a Specified Disposition) at a repurchase
price equal to the percentage set forth below of the principal amount of the
Notes to be repurchased plus accrued interest to the date of repurchase:

Redemption Date                                                       Percentage
---------------                                                       ----------

On or after the Issue Date through January 15, 2007................    108.000%

January 16, 2007 through January 15, 2008..........................    106.000%

January 16, 2008 through January 15, 2009..........................    103.000%

          Upon certain circumstances as set forth in the Indenture with respect
to certain proceeds from a Recovery Event, after applying such proceeds to
permanently retire the principal

                       PANAVISION 12.5% SENIOR SECURED NOTES DUE 22009 INDENTURE


                                       v

<PAGE>

amount outstanding under the Senior Credit Agreement, the Issuer will be
required to offer to purchase the Notes with the remaining proceeds from a
Recovery Event at a repurchase price equal to one hundred percent (100%) of the
principal amount of the Notes to be repurchased plus accrued interest to the
date of repurchase.

14.  Notation of Guaranty.

          As set forth more fully in the Indenture, the Persons constituting
Subsidiary Guarantors from time to time, in accordance with the provisions of
the Indenture, unconditionally and jointly and severally guarantee, in
accordance with Section 11.1 of the Indenture, to the Holder and to the Trustee
and its successors and assigns, that (a) the principal of and interest on the
Notes will be paid, whether at the Stated Maturity or Interest Payment Dates, by
acceleration, call for redemption or otherwise, and all other obligations of the
Company to the Holder or the Trustee under the Indenture or this Note will be
promptly paid in full or performed, all in accordance with the terms of the
Indenture and this Note, and (b) in the case of any extension of payment or
renewal of this Note or any of such other obligations, they will be paid in full
when due or performed in accordance with the terms of such extension or renewal,
whether at the Stated Maturity, as so extended, by acceleration or otherwise.
Such guarantees shall cease to apply, and shall be null and void, with respect
to any Subsidiary Guarantor who, pursuant to Article Eleven of the Indenture, is
released from its guarantees, or whose guarantees otherwise cease to be
applicable pursuant to the terms of the Indenture.

15.  Defaults and Remedies.

          If an Event of Default occurs and is continuing (other than an Event
of Default relating to certain events of bankruptcy, insolvency or
reorganization), then in every such case, unless the principal of all of the
Notes shall have already become due and payable, either the Trustee or the
Holders of 25% in aggregate principal amount of Notes then outstanding may
declare all the Notes to be due and payable immediately in the manner and with
the effect provided in the Indenture. Holders of Notes may not enforce the
Indenture or the Notes except as provided in the Indenture; provided, that the
Intercreditor Agreement restricts the enforcement of the remedies on Collateral
and certain related actions.. The Trustee may require indemnity satisfactory to
it before it enforces the Indenture or the Notes. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the Notes
then outstanding may direct the Trustee in its exercise of any trust or power.

16.  Trustee or Agent Dealings with Company.

          The Trustee, Collateral Trustee and each Agent under the Indenture, in
its individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Company or its Affiliates, and may otherwise deal
with the Company or its Affiliates as if it were not the Trustee, Collateral
Trustee and such Agent.

17.  No Recourse Against Others.

          No direct or indirect stockholder, partner, employee, officer or
director, as such, past, present or future, of the Company, the Subsidiary
Guarantors or any successor entity shall

                       PANAVISION 12.5% SENIOR SECURED NOTES DUE 22009 INDENTURE


                                       vi

<PAGE>

have any personal liability in respect of the obligations of the Company or the
Subsidiary Guarantors under the Notes or the Indenture by reason of his, her or
its status as such stockholder, partner, employee, officer or director. Each
Holder of a Note by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the Notes.

18.  Authentication.

          This Note shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on the other side of this Note.

19.  Abbreviations and Defined Terms.

          Customary abbreviations may be used in the name of a Holder of a Note
or an assignee, such as: TEN COM ( = tenants in common), TEN ENT ( = tenants by
the entireties), JT TEN ( = joint tenants with right of survivorship and not as
tenants in common), CUST ( = Custodian), and U/G/M/A ( = Uniform Gifts to Minors
Act).

20.  CUSIP Numbers.

          Pursuant to a recommendation promulgated by the Committee on Uniform
Note Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Notes as a convenience to the Holders of the Notes. No
representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.

21.  Governing Law.

          THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Collateral Agreement. Requests
may be made to:

                                        Panavision Inc.
                                        6219 De Soto Avenue
                                        Woodland Hills, California 91367
                                        Attention: Chief Financial Officer
                                        Telephone No.: (818) 316-2134
                                        Telecopier No.: (818) 316-1130

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                                      vii

<PAGE>

                         [TO BE ATTACHED TO GLOBAL NOTE]

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
<S>                <C>                   <C>                  <C>                    <C>
                                         Amount of increase   Principal Amount of       Signature of
                    Amount of decrease      in Principal        this Global Note     Authorized officer
                   in Principal Amount     Amount of this        following such         of Trustee or
Date of Exchange   of this Global Note       Global Note      decrease or increase        Custodian
-------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------
</TABLE>

                       PANAVISION 12.5% SENIOR SECURED NOTES DUE 22009 INDENTURE


                                      viii

<PAGE>

                         [TO BE ATTACHED TO GLOBAL NOTE]

                       OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to
Section 3.8, Section 5.15 or Section 5.19 of the Indenture, check the box:

                                      [_]

If you want to elect to have only part of this Security purchased by the Company
pursuant to Section 3.8, Section 5.15 or Section 5.19 of the Indenture, state
the Principal amount to be purchased:
$

Date:                    Your Signature:
      ------------------                 --------------------------------
                                        (Sign exactly as your name appears on
                                        the other side of the Security.)

Signature Guarantee:
                    ---------------------------------------------

                         Signature must be guaranteed by a participant in a
                         recognized signature guaranty medallion program or
                         other signature guarantor acceptable to the Trustee.

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                                       ix

<PAGE>

                                            Exhibit C: Certification of Transfer

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

              (Print or type assignee's name, address and zip code)

                  (Insert assignee's soc. sec. or tax I.D. No.)

     and irrevocably appoint _____________ agent to transfer this Note
     on the books of the Company. The agent may substitute another to
     act for him.

Date:                 Your Signature:
     ----------------                 ------------------------------------------
                                       (Sign exactly as your name appears on the
                                       other side of this Note.)

In connection with any transfer of any of the Note evidenced by this
certificate, the undersigned confirms that such Notes are being exchanged or
transferred, as applicable, in accordance with their terms:

CHECK ONE BOX BELOW

(1)  [_]   to be registered in the name of the undersigned; or

(2)  [_]  inside the United States to a "qualified institutional buyer" (as
          defined in Rule 144A under the Securities Act of 1933) that purchases
          for its own account or for the account of a qualified institutional
          buyer to whom notice is given that such transfer is being made in
          reliance on Rule 144A, in each case pursuant to and in compliance with
          Rule 144A under the Securities Act of 1933; or

(3)  [_]  inside the United States to an institutional "accredited investor" (as
          defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
          Securities Act of 1933) that, prior to such transfer, executes and
          delivers any other documentation reasonably required hereby; or

(4)  [_]  to be transferred to the Company; or

(5)  [_]  pursuant to an effective registration statement under the Securities
          Act of 1933; or

(6)  [_]  pursuant to another available exemption from registration under the
          Securities Act of 1933.

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<PAGE>

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate; provided, further, that if box (3) or
(6) is checked, the Trustee may require, prior to registering any such transfer
of the Notes, such legal opinions, certifications and other information as the
Company has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, such as the exemption
provided by Rule 144 under such Act.


                                               ---------------------------------
                                               Signature

Signature Guarantee:


                                               ---------------------------------
                                               Signature must be guaranteed by a
                                               participant in a recognized
                                               signature guaranty medallion
                                               program or other signature
                                               guarantor acceptable to the
                                               Trustee.

                                 PANAVISION 12.5% SENIOR SECURED NOTES DUE 22009
                                                                       INDENTURE


                                       ii

<PAGE>

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

              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933, and is aware
that the sale to it is being made in reliance on Rule 144A and acknowledges that
it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:
      ---------------                     --------------------------------------
                                          NOTICE: To be executed by an executive
                                          officer

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                                       iii

<PAGE>

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

              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

                      [FORM OF CERTIFICATE TO BE DELIVERED

                         IN CONNECTION WITH TRANSFERS TO

                   NON-QIB INSTITUTIONAL ACCREDITED INVESTORS]

                                     [date]

Panavision Inc.
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Corporate Trust Administration

Dear Sirs:

This certificate is delivered to request a transfer of $____________ aggregate
principal amount of 12.50% Senior Secured Notes due 2009 (CUSIP No.__) (the
"Notes") of Panavision Inc. (the "Company").

The undersigned represents and warrants to you that:

          (1) We are an institutional "accredited investor" (as defined in Rule
          501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of
          1933, as amended (the "Securities Act")) purchasing for our own
          account or for the account of such an institutional "accredited
          investor" at least $100,000 principal amount of the Notes, and we are
          acquiring the Notes not with a view to, or for offer or sale in
          connection with, any distribution in violation of the Securities Act
          or other applicable securities law and we have such knowledge and
          experience in financial and business matters as to be capable of
          evaluating the merits and risks of our investment in the Notes and
          invest in or purchase securities similar to the Notes in the normal
          course of our business. We and any accounts for which we are acting
          are each able to bear the economic risk of our or its investment.

          (2) We understand and acknowledge that the Notes have not been
          registered under the Securities Act, or any other applicable
          securities law and unless so registered, may not be sold except as
          permitted in the following sentence. We agree on our own behalf and on
          behalf of any investor account for which we are purchasing Notes to
          offer, sell or otherwise transfer such Notes prior to the date which
          is two years after the later of the date of original issue and the
          last date on which the Company or any affiliate of the Company was the
          owner of such Notes (or any predecessor thereto) (the "Resale
          Restriction Termination Date") only (i) in a transaction complying
          with the requirements of Rule 144A under the

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                                                                       INDENTURE


                                       iv

<PAGE>

          Securities Act, to a person we reasonably believe is a "Qualified
          Institutional Buyer" within the meaning of Rule l44A (a "QIB") that
          purchases for its own account or for the account of a QIB and to whom
          notice is given that the transfer is being made in reliance on Rule
          144A, (ii) to an institutional "accredited investor" within the
          meaning of subparagraphs (a)(1), (a)(2), (a)(3) or (a)(7) of Rule 501
          under the Securities Act that is purchasing the Notes for its own
          account or for the account of such an institutional "accredited
          investor", (iii) to the Company, (iv) pursuant to any other exemption
          from registration under the Securities Act or (v) pursuant to a
          registration statement which has been declared effective under the
          Securities Act, in each case, in a transaction involving a minimum
          principal amount of $100,000 of such Notes, subject in each of the
          foregoing cases to any requirement of law that the disposition of our
          property or the property of such investor account or accounts be at
          all times within our or their control and in compliance with any
          applicable state securities laws. The foregoing restrictions on resale
          will not apply subsequent to the Resale Restriction Termination Date.
          If any resale or other transfer of the Notes is proposed to be made
          pursuant to clause (v) above prior to the Resale Restriction
          Termination Date, the transferor shall deliver to the Company and the
          Trustee under the Indenture pursuant to which the Notes are issued a
          letter from the transferee substantially in the form of this letter,
          which shall provide, among other things, that the transferee is an
          institutional "accredited investor" within the meaning of
          subparagraphs (a)(1), (a)(2), (a)(3) or (a)(7) of Rule 501 under the
          Securities Act and that it is acquiring such Notes for investment
          purposes and not for distribution in violation of the Securities Act.
          We acknowledge that the Company and the Trustee reserve the right
          prior to any offer, sale or other transfer of the Notes pursuant to
          clauses (ii), (iv) or (v) above to require the delivery of an opinion
          of counsel, certifications and/or other information satisfactory to
          the Company and the Trustee.

          (3) We are acquiring the Notes purchased by us for our own account or
          for one or more accounts as to each of which we exercise sole
          investment discretion.

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                                                                       INDENTURE


                                        v

<PAGE>

          (4) You are entitled to rely upon this letter and you are irrevocably
          authorized to produce this letter or a copy hereof to any interested
          party in any administrative or legal proceeding or official inquiry
          with respect to the matters covered hereby.

                                               Very truly yours,


                                               By:
                                                   -----------------------------
                                                    (Name of Purchaser)

                                                   Date:

Upon transfer the Notes would be registered in the name of the new beneficial
owner as follows:

                                                                     Taxpayer ID
Name                                                       Address     Number:
----                                                       -------   -----------

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                                        vi

<PAGE>

                                                      Exhibit D: Form of Legends

[GLOBAL NOTE]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON
THE REVERSE HEREOF.

[GLOBAL NOTE AND DEFINITIVE NOTE]

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND
ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE
ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A)
FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN

                                 PANAVISION 12.5% SENIOR SECURED NOTES DUE 22009
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                                        vii

<PAGE>

THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (B) TO AN
INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)
OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR
ACQUIRING THE NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF
THE SECURITIES OF $100,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, (C) TO THE ISSUER, (D) PURSUANT TO A REGISTRATION STATEMENT THAT
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANY
OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSES (B) AND (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.

BY ITS ACQUISITION OF THIS NOTE THE HOLDER THEREOF WILL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY SUCH
HOLDER TO ACQUIRE AND HOLD THIS NOTE CONSTITUTES THE ASSETS OF AN EMPLOYEE
BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OF PLANS, INDIVIDUAL RETIREMENT
ACCOUNTS OR OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE U.S.
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR PROVISIONS UNDER ANY
FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO
SUCH PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAWS"), OR OF AN ENTITY WHOSE
UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE "PLAN ASSETS" OF SUCH PLANS,
ACCOUNTS OR ARRANGEMENTS, OR (II) THE PURCHASE AND HOLDING OF THIS NOTE WILL NOT
CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR
LAWS.

THIS NOTE WAS ISSUED WITH "ORIGINAL ISSUE DISCOUNT" FOR U.S. FEDERAL INCOME TAX
PURPOSES. THE ISSUE PRICE IS $[__________________]. THE TOTAL AMOUNT OF ORIGINAL
ISSUE DISCOUNT IS $[________________]. THE YIELD TO MATURITY IS
[___________________].


                                 PANAVISION 12.5% SENIOR SECURED NOTES DUE 22009
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                                        viii

<PAGE>

                                          Exhibit E: Form of Subsidiary Guaranty

          For value received, each Subsidiary Guarantor has, jointly and
severally, unconditionally guaranteed, to the extent set forth in, and subject
to the provisions of the Indenture, dated as of January 16, 2004, among
Panavision Inc. (the "Issuer"), the subsidiaries party thereto as Subsidiary
Guarantors, and Wilmington Trust Company as indenture trustee ("Trustee") and
collateral trustee ("Collateral Trustee) (as amended, restated, supplemented and
otherwise modified from time to time, the "Indenture"), (a) the due and punctual
payment of the principal and premium, if any, and interest on, the Notes (as
defined in the Indenture), whether at Stated Maturity (as defined in the
Indenture) or on an interest payment date, by acceleration, call or redemption
or otherwise, the due and punctual payment of interest on the overdue principal
and premium, if any, of interest on, the Notes, if lawful, the due and punctual
payment and performance of all other obligations of the Issuer under the Notes,
the Indenture and the other Transaction Documents (as defined in the Indenture),
all in accordance with the terms of the Indenture, the Notes and the Transaction
Documents and (b) in the case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be punctually
paid when due or performed in accordance with the terms of such extension or
renewal, whether at Stated Maturity, by acceleration or otherwise.

          The obligations of the Subsidiary Guarantors to the Holders of the
Notes, the Trustee and the Collateral Trustee pursuant to the Subsidiary
Guarantees and the Indenture are expressly set forth in ARTICLE XI of the
Indenture and reference is hereby made to the Indenture for the precise terms of
the Subsidiary Guarantees.

                                       PANAPAGE ONE LLC


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       PANAPAGE TWO LLC


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       PANAPAGE CO. LLC


                                       By:
                                           -------------------------------------

                                  PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009
                                                                       INDENTURE


                                       9

<PAGE>

                                           Name:
                                           Title:


                                       PANAVISION U.K. HOLDINGS, INC.


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       PANAVISION REMOTE SYSTEMS, LLC


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       LAS PALMAS PRODUCTIONS, INC.


                                       By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                       PANAVISION INTERNATIONAL, L.P.

                                       By: Panapage Two LLC, as General Partner


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                 PANAVISION 12.5% SENIOR SECURED NOTES DUE 22009
                                                                       INDENTURE


                                       10

<PAGE>

                                         Exhibit F: Form of Collateral Agreement

                                  See Attached

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                                       11

<PAGE>

                              Exhibit G: Form of U.S. Tax Compliance Certificate

Reference is made to the Indenture (the "Indenture"), dated as of January 16,
2004, among Panavision Inc. (the "Issuer"), certain of the domestic subsidiaries
of the Issuer and Wilmington Trust Company (the "Trustee"). Unless otherwise
defined herein, terms defined in the Indenture and used herein shall have the
meanings given to them in the Indenture.

Under penalties of perjury, the undersigned hereby certifies to the Issuer that:

1.   The undersigned is the sole record and beneficial owner of the obligations
     evidenced by the Note(s) in respect of which it is providing this
     certificate;

2.   The undersigned is not a bank (as such term is used in Section 881(c)(3)(A)
     of the Internal Revenue Code of 1986, as amended (the "Code")). In this
     regard, the undersigned further represents and warrants that:

          (a) the undersigned is not subject to regulatory or other legal
requirements as a bank in any jurisdiction; and

          (b) the undersigned has not been treated as a bank for purposes of any
tax, securities law or other filing or submission made to any Governmental
Authority, any application made to a rating agency or qualification for any
exemption from tax, securities law or other legal requirements;

3.   The undersigned is not a "10-percent shareholder" of the Issuer (as such
     term is used in Section 881(c)(3)(B) of the Code);

4.   The undersigned is not a controlled foreign corporation related to the
     Issuer within the meaning of Section 864(d)(4) of the Code;

We have furnished you with a certificate of our non-U.S. person status on
Internal Revenue Service Form W-8BEN. By executing this U.S. Tax Compliance
Certificate, the undersigned agrees that (a) if the information provided on this
certificate changes, the undersigned shall so inform the Issuer in writing
within thirty (30) days of such change and (b) within thirty (30) days of
written request from the Issuer or the Trustee, the undersigned shall furnish
the Issuer a properly completed and currently effective certificate.

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<PAGE>

                                       [NAME OF HOLDER]


                                       By:
                                           -------------------------------------
                                       Title:

                                       [ADDRESS]

Dated:                        , 200 .
       ----------------------      -

                                  PANAVISION 12.5% SENIOR SECURED NOTES DUE 2009
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                                       i