```

                                                                     EXHIBIT 3.3

                        CERTIFICATE OF THE DESIGNATIONS,
                         POWERS, PREFERENCES AND RIGHTS
                                       OF
                         SERIES F CUMULATIVE PAY-IN-KIND
                     MANDATORILY REDEEMABLE PREFERRED STOCK
                                       OF
                                 PANAVISION INC.

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

     Panavision Inc., a Delaware corporation (the "Company"), hereby certifies
that the following resolutions were adopted by the Board of Directors of the
Company:

     RESOLVED, that pursuant to the authority expressly granted to and vested in
the Board of Directors of the Company (the "Board of Directors") by the
provisions of the Amended and Restated Certificate of Incorporation of the
Company (the "Certificate of Incorporation"), there is hereby created, out of
the 2,000,000 shares of Preferred Stock, par value $0.01 per share, of the
Company authorized in Section 5 of the Certificate of Incorporation (the
"Company Preferred Stock"), a series of the Company Preferred Stock consisting
of 200,000 shares, which series shall have the following powers, designations,
preferences and relative, participating, optional or other rights, and the
following qualifications, limitations and restrictions (in addition to any
powers, designations, preferences and relative, participating, optional or other
rights, and any qualifications, limitations and restrictions, set forth in the
Certificate of Incorporation which are applicable to the Company Preferred
Stock):

Section 1.  Designation of Amount.

     The shares of Company Preferred Stock created hereby shall be designated
the "Series F Cumulative Pay-In-Kind Mandatorily Redeemable Preferred Stock"
(the "Series F Preferred Stock") and the authorized number of shares
constituting such series shall be 200,000.

Section 2.  Ranking.

     (a) The Series F Preferred Stock shall, with respect to dividend rights and
rights to distributions upon the liquidation, winding-up or dissolution of the
Company, rank senior to all classes of common stock, par value $0.01 per share,
of the Company (the "Common Stock") and to each other class or series of Capital
Stock or other equity securities of the Company authorized, issued or otherwise
established; provided, however, that the holders of a majority of the
outstanding shares of Series F Preferred Stock, in accordance with the
provisions of Section 7(b) hereof, may approve the authorization, issuance or
establishment of a series of Preferred Stock the terms of which

rank on a parity with or senior to the Series F Preferred Stock as to dividends
and distributions upon the liquidation, winding-up or dissolution of the
Company.

Section 3.  Dividends.

     (a) The holders of the then outstanding shares of Series F Preferred Stock
will be entitled to receive, out of funds of the Company legally available
therefor, cumulative dividends accruing on a daily basis from the Original
Issuance Date (as hereinafter defined) through and including the date on which
such dividends are paid at the annual rate of 12% (the "Applicable Rate"),
compounding quarterly, of the Liquidation Preference (as hereinafter defined)
per share of the Series F Preferred Stock, payable annually on each March 30,
commencing on March 30, 2007 (each such date, a "Dividend Payment Date") and
calculated in accordance with Section 3(d); provided that: (i) if any such
Dividend Payment Date is not a Business Day then such dividend shall be payable
on the next Business Day, and (ii) accumulated and unpaid dividends for any
prior annual period may be paid at any time. Such dividends shall be cumulative
whether or not earned or declared and whether or not there are profits, surplus
or other funds of the Company legally available for the payment of dividends.
The term "Original Issuance Date" means March 30, 2006. The dividends provided
for in this Section 3(a) are hereinafter referred to as "Dividends." Dividends
shall be payable only by issuance of additional shares of Series F Preferred
Stock (including fractional shares) having an aggregate Liquidation Preference
equal to the amount of the dividend to be paid. All dividends paid with respect
to shares of Series F Preferred Stock pursuant to this Section 3 shall be made
pro rata among the holders thereof based upon the aggregate accrued but unpaid
dividends on the shares held by each such holder. If and when any shares are
issued under this Section 3(a) for the payment of accrued dividends, such shares
shall be validly issued and outstanding and fully paid and nonassessable. For
all purposes hereunder, dividends on the Series F Preferred Stock shall be
treated as if the same were paid on the relevant Dividend Payment Date, whether
or not the same were in fact so paid or declared. In the case of shares of
Series F Preferred Stock issued or deemed to be issued as a dividend on shares
of Series F Preferred Stock, dividends shall accrue and be cumulative from the
Dividend Payment Date in respect of which such shares were scheduled to be paid
pursuant to this Section 3(a) as a dividend.

     (b) Each fractional share of Series F Preferred Stock outstanding (or
treated as outstanding pursuant to Section 3(a) hereof) shall be entitled to a
ratably proportionate amount of all dividends accruing with respect to each
outstanding or due to be issued and outstanding share of Series F Preferred
Stock pursuant to Section 3(a) and all such dividends with respect to such
outstanding fractional shares shall be cumulative and shall accrue (whether or
not declared) and shall be payable in the same manner and at such times as
provided for in Section 3(a) with respect to dividends on each outstanding or
due to be issued and outstanding share of Series F Preferred Stock. Each
fractional share of Series F Preferred Stock outstanding shall also be entitled
to a ratably proportionate amount of any other distributions made with respect
to each outstanding or due to be issued and outstanding share of Series F
Preferred Stock, and all such distributions shall be payable in the same manner
and at the same time as distributions on each outstanding or due to be issued
and outstanding share of Series F Preferred Stock.

                                       2

     (c) If full cumulative Dividends are not paid in full, or declared in full
and sums set apart in trust for the payment thereof, upon the shares of Series F
Preferred Stock and the shares of any other series of Capital Stock of the
Company ranking on a parity as to dividends with the Series F Preferred Stock
("Parity Dividend Stock"), all dividends declared upon shares of Series F
Preferred Stock and upon all Parity Dividend Stock shall be paid or declared pro
rata so that in all cases the amount of dividends paid or declared per share on
the Series F Preferred Stock and such Parity Dividend Stock shall bear to each
other the same ratio that unpaid accumulated dividends per share, including
dividends accrued or in arrears, if any, on the shares of Series F Preferred
Stock and such other shares of Parity Dividend Stock, bear to each other. Unless
and until full cumulative Dividends on the shares of Series F Preferred Stock in
respect of all past annual dividend periods have been paid, and the full amount
of Dividends on the shares of Series F Preferred Stock in respect of the then
current annual dividend period shall have been or are contemporaneously provided
for in full for the payment thereof at the next succeeding Dividend Payment
Date, (i) no dividends shall be paid or declared or set aside for payment or
other distribution upon the Common Stock of the Company or any other Capital
Stock of the Company ranking junior to the Series F Preferred Stock as to
dividends or as to distributions upon liquidation, dissolution or winding up of
the Company (other than in shares of, or warrants or rights to acquire, solely
Capital Stock of the Company ranking junior to the Series F Preferred Stock both
as to dividends and as to distributions upon liquidation, dissolution or winding
up of the Company ("Junior Stock")) and (ii) no shares of Capital Stock of the
Company ranking junior to or on a parity with the Series F Preferred Stock as to
dividends or as to distributions upon liquidation, dissolution or winding up of
the Company shall be redeemed, retired, purchased or otherwise acquired for any
consideration (or any payment made to or available for a sinking fund for the
redemption of any such shares) by the Company or any Subsidiary (except by
conversion into or exchange solely for shares of Junior Stock). For purposes
hereof, (A) a "Subsidiary" shall mean, with respect to any person (referred to
as "parent"), any corporation, association, partnership, limited liability
company, joint venture or other business entity (i) at least 50% of the
outstanding voting securities or other ownership interests of which are at the
time owned, held or Controlled, directly or indirectly, by such parent or (ii)
that is, at the time any determination is made, otherwise Controlled by the
parent or one or more subsidiaries of the parent or by the parent and one or
more subsidiaries of the parent and (B) the term "dividends" shall include any
pro rata distribution by the Company, out of funds of the Company legally
available therefor, of cash, property, securities (including, but not limited
to, rights, warrants or options) or other property or assets to the holders of
the Common Stock, whether or not paid out of capital, surplus or earnings.

     (d) The amount of any Dividends per share of Series F Preferred Stock for
any full annual period shall be computed by applying the Applicable Rate to the
Liquidation Preference per share, compounded on a quarterly basis. Dividends
payable on the shares of Series F Preferred Stock for any period less than a
full annual dividend period shall be computed on the basis of a 360-day year of
twelve 30-day months and the actual number of days elapsed for any period less
than one month, compounded on a quarterly basis with respect to any full quarter
within such period.

                                       3

Section 4.  Liquidation Preference.

     In the event of a liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary (a "Liquidation"), the holders of the Series F
Preferred Stock then outstanding shall be entitled to receive out of the
available assets of the Company, whether such assets are stated capital or
surplus of any nature, an amount in cash on such date equal to $1,000 per share
of Series F Preferred Stock (the "Liquidation Preference") plus an amount in
cash in respect of any accrued but unpaid Dividends as of such date. Such
payment shall be made before any payment shall be made or any assets distributed
to the holders of any class or series of the Common Stock or any other class or
series of the Company's Capital Stock ranking junior as to liquidation rights to
the Series F Preferred Stock. If upon any Liquidation the assets available for
payment of the Liquidation Preference are insufficient to permit the payment to
the holders of the Series F Preferred Stock of the full preferential amounts
described in this Section 4, then all the available assets shall be distributed
among the holders of the then outstanding shares of Series F Preferred Stock and
the then outstanding shares of Capital Stock ranking on a parity with the Series
F Preferred Stock as to distributions upon Liquidation, pro rata according to
the number of then outstanding shares of Series F Preferred Stock and then
outstanding shares of parity stock held by each holder thereof. A merger or
consolidation of the Company, or a sale of all or substantially all of its
assets, shall not constitute a Liquidation for purposes of this Section 4,
unless in connection with such merger or consolidation or sale of all or
substantially all of the Company's assets, the stockholders of the Company
specifically determine that such transaction be deemed a Liquidation.

Section 5.  Mandatory Redemption.

     (a) On March 30, 2016 (the "Final Redemption Date"), the Company shall
redeem for cash all shares of Series F Preferred Stock that are then outstanding
at a redemption price per share equal to the Liquidation Preference thereof plus
an amount in respect of any accrued but unpaid Dividends as of such date ("Final
Redemption Price"). Not more than sixty (60) nor less than thirty (30) days
prior to the Final Redemption Date, notice by first class mail, postage prepaid,
shall be given to each holder of record of the Series F Preferred Stock, at such
holder's address as it shall appear upon the stock register of the Company on
such date. Each such notice of redemption shall be irrevocable and shall specify
the date that is the Final Redemption Date, the Final Redemption Price, the
identification of the shares to be redeemed, the place or places of payment and
that payment will be made upon presentation and surrender of the certificate(s)
evidencing the shares of Series F Preferred Stock to be redeemed. On or after
the Final Redemption Date, each holder of shares of Series F Preferred Stock
shall surrender the certificate evidencing such shares to the Company at the
place designated in such notice and shall thereupon be entitled to receive
payment of the Final Redemption Price in the manner set forth in the notice. If,
on the Final Redemption Date, funds in cash in an amount sufficient to pay the
aggregate Final Redemption Price for all outstanding shares of Series F
Preferred Stock shall be available therefor and shall have been irrevocably set
aside and deposited with a bank or trust company in trust for purposes of
payment of such Final Redemption Price, then, notwithstanding that the
certificates evidencing any shares so called for redemption shall not have been

                                       4

surrendered, the shares shall no longer be deemed outstanding, the holders
thereof shall cease to be stockholders, and all rights whatsoever with respect
to the shares so called for redemption (except the right of the holders to
receive the Final Redemption Price upon surrender of their certificates
therefor) shall terminate. If at the Final Redemption Date, the Company does not
have sufficient capital and surplus legally available to redeem all the
outstanding shares of Series F Preferred Stock, the Company shall take all
measures permitted under the Delaware General Corporation Law to increase the
amount of its capital and surplus legally available, and the Company shall
redeem as many shares of Series F Preferred Stock as it may legally redeem,
ratably from the holders thereof in proportion to the number of shares held by
them, and shall thereafter from time to time, as soon as it shall have funds
available therefor, redeem as many shares of Series F Preferred Stock as it
legally may until it has redeemed all of the outstanding shares of Series F
Preferred Stock.

     (b) After the Final Redemption Date, unless and until the Final Redemption
Price for the shares of Series F Preferred Stock to be redeemed has been paid,
or sums set aside in trust with a bank or trust company for the payment thereof,
(i) no dividends shall be paid or declared or set aside for payment or other
distribution upon the Common Stock of the Company or any other Capital Stock of
the Company ranking junior to the Series F Preferred Stock as to dividends or as
to distributions upon liquidation, dissolution or winding up of the Company
(other than in shares of, or warrants or rights to acquire, solely Junior Stock)
and (ii) no shares of Capital Stock of the Company ranking junior to or on a
parity with the Series F Preferred Stock as to dividends or as to distributions
upon liquidation, dissolution or winding up of the Company shall be redeemed,
retired, purchased or otherwise acquired for any consideration (or any payment
made to or available for a sinking fund for the redemption of any such shares)
by the Company or any Subsidiary (except by conversion into or exchange solely
for shares of Junior Stock).

     (c) Any shares of Series F Preferred Stock which shall at any time have
been redeemed, retired or repurchased pursuant to this Section 5 or otherwise
shall, after such redemption, retirement or repurchase have the status of
authorized but unissued shares of Preferred Stock of the Company, without
designation as to series, and shall not be reissued as Series F Preferred Stock.

Section 6.  Reorganization, Reclassification, Merger, Consolidation.

     (a) At any time while any shares of Series F Preferred Stock are
outstanding, the Company shall not (i) consolidate or merge with or into another
person or entity or (ii) sell, lease, assign, transfer, convey or otherwise
dispose of all or substantially all of its assets (each such transaction
described in clauses (i) and (ii) of this Section 6(a) is referred to herein as
a "Fundamental Transaction"); provided, however, that the Company may undertake
or effect a Fundamental Transaction if, in the case of a merger or
consolidation, the Company will be the surviving entity and the Series F
Preferred Stock will remain outstanding or, prior to the consummation of any
such Fundamental Transaction, the successor entity, in the case of a merger of
consolidation, resulting from such Fundamental Transaction or the transferee of
all or substantially all of the Company's assets, in the case of a Fundamental
Transaction which is an asset sale, shall

                                       5

assume by written instrument the obligation to deliver to the holders of the
Series F Preferred Stock upon consummation of such Fundamental Transaction, in
exchange for all outstanding shares of Series F Preferred Stock, shares of
stock, securities or other assets having identical rights, powers, preferences
and privileges as the Series F Preferred Stock immediately prior to such
Fundamental Transaction. The provisions of this Section 6(a) shall similarly
apply to successive reorganizations, reclassifications, consolidations, or
mergers.

     Notwithstanding the provisions of Section 6(a) hereof, upon a Change of
Control (as hereinafter defined), each holder of the Series F Preferred Stock
shall have the right to require the Company to repurchase all or any part of
such holder's shares of Series F Preferred Stock at a repurchase price in cash
equal to the Liquidation Preference thereof plus an amount in cash in respect of
any accrued but unpaid Dividends as of the date of repurchase in accordance with
the terms contemplated in Section 6(c). The Company's obligation to redeem the
Series F Preferred Stock pursuant to this Section 6 shall become operative only
after the Company has first complied with, and only to the extent the
performance of such obligation does not conflict with, any applicable provisions
of (x) the First Lien Credit Agreement, dated as of March 30, 2006, among the
Company, the lenders party thereto and Credit Suisse, as Administrative Agent
and Collateral Agent (as amended, supplemented, restated or otherwise modified
from time to time) and (y) the Second Lien Credit Agreement, dated as of March
30, 2006, among the Company, the lenders party thereto and Credit Suisse, as
Administrative Agent and Collateral Agent (as amended, supplemented, restated or
otherwise modified from time to time).

     (b) Within 45 days following any Change of Control, the Company shall mail
a notice to each holder of Series F Preferred Stock stating:

         (i)   that a Change of Control has occurred and that such holder has
               the right to require the Company to repurchase all or any part of
               such holder's shares of Series F Preferred Stock at a repurchase
               price in cash equal to Liquidation Preference thereof plus an
               amount in cash in respect of any accrued but unpaid Dividends as
               of the date of repurchase;

         (ii)  the circumstances and relevant facts regarding such Change of
               Control;

         (iii) the repurchase date (which shall be no earlier than 30 days nor
               later than 60 days from the date such notice is mailed); and

         (iv)  the instructions determined by the Company, consistent with this
               Section 6, that such holder must follow in order to have its
               shares of Series F Preferred Stock repurchased.

     (c) Holders of Series F Preferred Stock electing to have shares of Series F
Preferred Stock repurchased will be required to surrender such shares to the
Company at the address specified in the notice at least three Business Days
prior to the repurchase date. Holders will be entitled to withdraw their
election if the Company receives not later

                                       6

than three Business Days prior to the repurchase date, a facsimile transmission
or letter setting forth the name of the holder, the number of shares of Series F
Preferred Stock originally elected to be redeemed and a statement that such
holder is withdrawing his election to have such shares purchased.

     (d) On the repurchase date, all shares of Series F Preferred Stock
repurchased by the Company under this Section 6 shall be delivered to the
Company for cancellation, and the Company shall pay the repurchase price to the
holders entitled thereto. Upon surrender of shares that are repurchased under
this Section 6 in part, the Company shall execute for the holder thereof (at the
Company's expense) a new stock certificate evidencing a number of shares of
Series F Preferred Stock equal to the number of shares of Series F Preferred
Stock surrendered less the number of shares of Series F Preferred Stock
repurchased.

     (e) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of shares of Series F Preferred
Stock pursuant to this Section 6. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section, the
Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached this Section by virtue thereof.

     (f) Any shares of Series F Preferred Stock which shall at any time have
been redeemed, retired or repurchased pursuant to this Section 6 or otherwise
shall, after such redemption, retirement or repurchase have the status of
authorized but unissued shares of Company Preferred Stock, without designation
as to series, and shall not be reissued as Series F Preferred Stock.

     (g) A "Change of Control" shall be deemed to have occurred if (a)
MacAndrews & Forbes Holdings Inc. ("Mafco") shall fail to own, directly or
indirectly, beneficially and of record, shares representing at least 51% of each
of the aggregate ordinary voting power and aggregate equity value represented by
the issued and outstanding Equity Interests of the Company, (b) any "person" or
"group" (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934
as in effect on the date hereof) other than Mafco or a wholly owned Subsidiary
of Mafco that is not a Mafco Operating Company shall own, directly or
indirectly, beneficially or of record, shares representing more than 35% of the
aggregate ordinary voting power represented by the issued and outstanding
Capital Stock of the Company or (c) a majority of the seats (other than vacant
seats) on the Board of Directors of the Company shall at any time be occupied by
persons who were neither (i) nominated by the Board of Directors of the Company
nor (ii) appointed by directors so nominated.

     (h) "Equity Interests" shall mean shares of Capital Stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity interests in any person.

     (i) "Mafco Operating Company" shall mean, as of any date of determination,

                                       7

any Subsidiary of Mafco (other than the Company or its Subsidiaries) that is
primarily engaged in the production or sale of a product or service or other
business operations. For the purposes hereof, as of any date of determination, a
person shall not be deemed to be primarily engaged in the production or sale of
a product or service or business operations as a result of its ownership of
Equity Interests of any other person, including any Mafco Operating Company, or
the making or holding of any investment in any other person, including any Mafco
Operating Company.

     (j) "Control" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
person, whether through the ownership of voting securities, by contract or
otherwise, and the term "Controlled" shall have meaning correlative thereto.

     (k) "Capital Stock" of any Person means any and all shares, interests
(including partnership 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.

     (l) "Preferred Stock," as applied to the Capital Stock of any Person,
means, solely for purposes of this Section 6, Capital Stock of any class or
classes (however designated) which is preferred as to the payment of dividends,
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.

Section 7.  Voting Rights.

     (a) The holders of outstanding shares of the Series F Preferred Stock:

         (i)   shall not be entitled to vote on any matters submitted to a vote
               of the holders of the Company's Capital Stock on any matters
               except as expressly provided herein or as required by applicable
               law; and

         (ii)  shall be entitled to receive notice of any meeting of the
               stockholders of the Company in accordance with the Certificate of
               Incorporation and By-laws of the Company.

     (b) So long as any shares of Series F Preferred Stock remain outstanding,
the Company shall not, without the written consent or affirmative vote of the
holders of at least a majority of the outstanding shares of Series F Preferred
Stock voting separately as one class, (i) amend, alter or repeal, whether by
merger, consolidation, combination, reclassification or otherwise, the
Certificate of Incorporation or By-laws of the Company or any provisions thereof
(including the adoption of a new provision thereof) if such amendment,
alteration or repeal would adversely alter or change the rights, preferences or
privileges of the Series F Preferred Stock, (ii) create, authorize or issue any
class, series or shares of Preferred Stock or any other class or series of
Capital Stock or other equity securities of the Company ranking either as to
payment of dividends or distribution of assets upon Liquidation (x) prior to the
Series F Preferred Stock or (y) on a parity with

                                       8

the Series F Preferred Stock, or (z) junior to the Series F Preferred Stock, if
such junior securities may be redeemed, in any circumstance, on or prior to the
Final Redemption Date, or (iii) undertake any action (x) the valid consummation
of which would require the approval of the Company's stockholders pursuant to
the Company's Certificate of Incorporation or Bylaws or as required by
applicable law and (y) the direct or indirect result of which would adversely
affect or change the rights, preferences or privileges of the Series F Preferred
Stock. The vote of the holders of at least two-thirds of the outstanding shares
of Series F Preferred Stock, voting separately as one class, shall be necessary
to adopt any alteration, amendment or repeal of this Section 7, in addition to
any other vote of stockholders required by law.

                                       9

                                                                     EXHIBIT 3.3

     IN WITNESS WHEREOF, the Company has caused this Certificate of Designations
to be executed on this 30th day of March, 2006.

                                        By: /s/ Damien M. Sullivan
                                            --------------------------
                                        Name:  Damien M. Sullivan
                                        Title: Vice President, General Counsel
                                               & Secretary
```