SENIOR SUBORDINATED LINE OF CREDIT AGREEMENT





                  SENIOR SUBORDINATED LINE OF CREDIT AGREEMENT, dated as of

November 12, 2003, between PANAVISION INC., a Delaware corporation (the

"Borrower"), and MACANDREWS & FORBES HOLDINGS INC., a Delaware corporation (the

"Lender").



                              W I T N E S S E T H :

                               - - - - - - - - - -



                  WHEREAS, the Borrower has requested the Lender to extend

credit on a subordinated unsecured basis in order to enable the Borrower,

subject to the terms and conditions of this Agreement, to borrow, on a revolving

basis, at any time and from time to time in an aggregate principal amount at any

time outstanding not to exceed $10,000,000;



                  WHEREAS, the Lender is willing to make such loans to the

Borrower only on the terms and subject to the conditions set forth herein;



                  NOW, THEREFORE, in consideration of the premises and the

mutual covenants contained herein, the parties hereto hereby agree as follows:



                  SECTION 1. DEFINITIONS



                  1.1. Defined Terms. As used in this Agreement, the following

terms shall have the following respective meanings (such definitions to be

equally applicable to the singular and plural forms thereof):



                  "Affiliate" of any Person means any Person that directly or

indirectly controls, or is under common control with, or is controlled by, such

Person. As used in this definition, "control" (including with its correlative

meanings, "controlled by" and "under common control with") 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 ownership

of securities or partnership or other ownership interests, by contract or

otherwise).



                  "Agreement" shall mean this Senior Subordinated Line of Credit

Agreement, as the same may be amended, supplemented or otherwise modified from

time to time.



                  "Applicable Rate" means the sum of (i) the three-month London

Interbank Offered Rate published in the Wall Street Journal on the day of the

relevant borrowing, provided that if the Wall Street Journal is not published on

such day, the Lender shall designate in good faith an alternative source for

determining the three-month London Interbank Offered Rate on such day, (ii) the

Applicable Margin for Revolving Credit Loans bearing interest at the rate for

Eurodollar Loans under (and as each such term is defined in) the Bank Credit

Agreement and (iii) 0.5%.

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                  "Available Commitment" means, at any time, an amount equal to

the excess, if any, of (a) the Commitment over (b) the aggregate principal

amount of all Loans then outstanding.



                  "Bank Commitment" means the Total Revolving Credit Commitments

under (and as such term is defined in) the Bank Credit Agreement.



                  "Bank Credit Agreement" means the Credit Agreement, dated as

of May 28, 1998, by and among the Borrower, the several banks and other

financial institutions from time to time parties thereto, the Arranger named

therein, the Documentation Agent named therein, and JPMorgan Chase Bank, as

Administrative Agent, as amended, supplemented and otherwise modified through

the date hereof and as further amended, supplemented, modified, replaced or

refinanced, in whole or in part, from time to time.



                  "Bank Letter of Credit" means a letter of credit issued under

the Bank Credit Agreement.



                  "Bank Revolving Loan" means a Revolving Credit Loan made under

(and as such term is defined in) the Bank Credit Agreement.



                  "Bankruptcy Law" means Title 11 of the United States Code or

any similar Federal or state law for the relief of debtors.



                  "Blocking Period" is defined in Section 7.4 hereof.



                  "Borrower" is defined in the introductory paragraph of this

Agreement.



                  "Borrower's Bank Account" is defined in Section 2.2(a) hereof.



                  "Borrowing Amount", "Borrowing Date" and "Borrowing Notice"

are each defined in Section 2.2(a) hereof.



                  "Business Day" means a day other than a Saturday, Sunday or

other day on which commercial banks in New York, New York are authorized or

required by law to close.



                  "Commitment" means the obligation of the Lender to make Loans

to the Borrower hereunder in an aggregate principal amount at any one time

outstanding of up to $10,000,000, as such obligation is reduced from time to

time in accordance with Section 2.3 hereof.



                  "Commitment Period" means the period from and including the

Effective Date to the Business Day immediately preceding the Termination Date.



                  "Contractual Obligation" means, with respect to any Person,

any provision of any material debt security or of any material preferred stock

or other equity interest issued by such Person or of any material indenture,

mortgage, agreement, guarantee,





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instrument or undertaking to which such Person is a party or by which it or any

of its material property is bound.



                  "Cross Default" of any Person means (a) default in the payment

of any amount when due (whether at maturity or by acceleration) on any of its

Indebtedness (other than any such default in respect of the Loans) or in the

payment of any matured Guarantee Obligation in respect of any Indebtedness of

any other Person (except for any such payments on account of any such

Indebtedness and Guarantee Obligations in an aggregate principal amount at any

one time outstanding of up to $5,000,000) or (b) default in the observance or

performance of any other agreement or condition relating to any such

Indebtedness (except for any such Indebtedness and Guarantee Obligations in an

aggregate principal amount at any one time outstanding of up to $5,000,000) or

contained in any instrument or agreement evidencing, securing or relating

thereto, or any other event shall occur or condition exist, the effect of which

default or other event or condition is to cause, or to permit the holder or

holders of such Indebtedness (or a trustee or agent on behalf of such holder or

holders) to cause, with the giving of notice if required, such Indebtedness

(except for any such Indebtedness in an aggregate principal amount at any one

time outstanding of up to $5,000,000) to become due or to be required to be

redeemed or repurchased prior to its stated maturity. For purposes of this

definition, the terms "Indebtedness" and "Guarantee Obligation" shall have the

meanings given to them in the Bank Credit Agreement.



                  "Default" means any of the events specified in Section 6.1

hereof, whether or not any requirement for the giving of notice, the lapse of

time, or both, or any other condition specifically set forth therein, has been

satisfied.



                  "Dollars" and "$" mean dollars in lawful currency of the

United States of America.



                  "Effective Date" is defined in Section 5.1 hereof.



                  "Eurodollar Loans" has the meaning set forth in the Bank

Credit Agreement.



                  "Event of Default" means any of the events specified in

Section 6.1 hereof, provided that any requirement for the giving of notice, the

lapse of time, or both, or any other condition specifically set forth therein,

has been satisfied.



                  "Governmental Authority" means any nation or government, any

state or other political subdivision thereof and any entity exercising

executive, legislative, judicial, regulatory or administrative functions of or

pertaining to government (including, without limitation, any governmental

department, commission, board, bureau, agency or instrumentality, or other court

or arbitrator, in each case whether of the United States of America or foreign).



                  "Interest Payment Date" means, as to any Loan, the Termination

Date and the date of any prepayment made in respect thereof.



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<PAGE>







                  "Lender" is defined in the introductory paragraph of this

Agreement.



                  "Loans" is defined in Section 2.1(a) hereof.

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