PANAVISION INC
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>

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                          REGISTRATION RIGHTS AGREEMENT

         REGISTRATION RIGHTS AGREEMENT, dated this 26th day of July, 2000, by
and between Panavision Inc., a Delaware corporation (the "Company"), and Sony
Electronics Inc., a Delaware corporation on its own behalf ("Sony") and in its
capacity as the Holder Representative.

         WHEREAS, the Company and Sony have entered into a Stock and Warrant
Purchase Agreement, of even date herewith (the "Purchase Agreement"), pursuant
to which Sony is purchasing from the Company 714,300 shares of its common stock,
par value $0.01 per share (the "Common Stock"), and a warrant (the "Warrant") to
purchase an additional 714,300 shares of Common Stock;

         WHEREAS, the Board of Directors of the Company has authorized the
officers of the Company to execute and deliver this Agreement in the name and on
behalf of the Company;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties to this Agreement hereby agree as follows:

         1. Definitions. As used in this Agreement, the following terms shall
have the following meanings:

         "Affiliate" means, with respect to any specified person, (i) any other
person 50% or more of whose outstanding voting securities are directly or
indirectly owned, controlled or held with the power to vote by such specified
person or (ii) any other person directly or indirectly controlling, controlled
by or under direct or indirect common control with such specified person. For
purposes of this definition, the term "control" means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of a person by virtue of ownership of voting securities, by contract
or otherwise.

         "Governmental Authority" shall mean any federal, state, municipal or
other governmental authority, department, commission, board, agency or other
instrumentality.

         "Holder" means Sony and any other person that owns Registrable
Securities, including their respective successors and assigns who acquire
Registrable Securities, directly or indirectly, from Sony or such other person,
respectively. For purposes of this Agreement, the Company may deem and treat the
registered holder of a Registrable Security as the Holder and absolute owner
thereof, and the Company shall not be affected by any notice to the contrary.

         "Holder Representative" shall mean, from time to time, Sony or an
Affiliate of Sony which the then-existing Holder Representative may designate in
a reasonably detailed writing delivered to the Company and the Holders from time
to time.

         "PX Holding" means PX Holding Corporation, a Delaware corporation.





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         "PX Holding Registration Rights Agreement" means the Registration
Rights Agreement, dated as of June 5, 1998, by and between PX Holding and the
Company.

         "Registrable Securities" means (a) any shares of Common Stock issued in
accordance with Section 2.2 of the Purchase Agreement, (b) any shares of Common
Stock issuable to Sony upon exercise of the Warrant, in whole or in part, (c)
any shares of Common Stock acquired by Sony on the open market at a time when
such party is deemed to be an "affiliate" (as such term is defined under Rule
144 under the Securities Act) of the Company and (d) any securities issued or
issuable in respect of the Common Stock referred to in clauses (a), (b) and (c)
above, by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, reclassification, merger or
consolidation, and any other securities issued pursuant to any other pro rata
distribution with respect to such Common Stock. For purposes of this Agreement,
a Registrable Security ceases to be a Registrable Security when (x) it has been
effectively registered under the Securities Act and sold or distributed to the
public in accordance with an effective registration statement covering it (and
has not been reacquired in the manner described in clause (c) above), or (y) it
is sold or distributed to the public pursuant to Rule 144 (or any successor or
similar provision) under the Securities Act.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time.

         2. Demand Registration.

                  (a) Subject to Section 2(e) hereof, if at any time the Holder
Representative shall request the Company in writing to register under the
Securities Act all or a part of the Registrable Securities held by the Holders
(a "Demand Registration"), the Company shall use all reasonable efforts to cause
to be filed and declared effective as soon as reasonably practicable (but in no
event later than the 45th day after the Holder Representative's request is made)
a registration statement providing for the sale of all such Registrable
Securities requested by the Holder Representative to be registered. The Company
agrees to use its reasonable efforts to keep any such registration statement
continuously effective and usable for resale of Registrable Securities for so
long as the Holder Representative shall request. Each registration statement
filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand
Registration Statement." The Company may, if permitted by law, effect any
registration pursuant to this Section 2(a) by the filing of a registration
statement on Form S-3. However, if such registration involves an underwritten
public offering and the managing underwriter(s) at any time shall notify the
Company in writing that, in the sole judgment of such managing underwriter(s),
inclusion of some or all of the information required in a more detailed form
specified in such notice is of material importance to the success of the public
offering of such Registrable Securities, the Company shall use all reasonable
efforts to supplement or amend the registration statement to include such
information.


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                  (b) The Company agrees (i) not to effect any public or private
sale, distribution or purchase of any of its securities which are the same as or
similar to the Registrable Securities, including a sale pursuant to Regulation D
under the Securities Act, during the 15-day period prior to, and during the
45-day period beginning on, the closing date of each underwritten offering under
any Demand Registration Statement, and (ii) to use reasonable efforts to cause
each holder of its securities purchased from the Company, at any time on or
after the date of this Agreement (other than in a registered public offering) to
agree not to effect any public sale or distribution of any such securities
during such period, including a sale pursuant to Rule 144 under the Securities
Act. Except as expressly provided under this Agreement, the Holders shall not
effect any public sale or distribution of any Company securities during the
15-day period prior to, and during the 45-day period beginning on, the closing
of each underwritten offering under any Demand Registration Statement; provided,
however, that if either or both of the periods specified in the equivalent
provision in the PX Holding Registration Rights Agreement are shortened by
agreement by the Company or by the Company's waiving its rights under such
equivalent provision, then the corresponding period(s) in this sentence shall be
deemed to be automatically amended to be identical to the period(s) applicable
to PX Holding under the equivalent provision in the PX Holding Registration
Rights Agreement.

                  (c) The Company may postpone for a reasonable period of time,
not to exceed 30 days, the filing or the effectiveness of any Demand
Registration Statement if (i) the Board of Directors of the Company in good
faith determines that (A) such registration would have a material adverse effect
on any plan or proposal by the Company with respect to any financing,
acquisition, recapitalization, reorganization or other material transaction, or
(B) the Company is in possession of material non-public information that, if
publicly disclosed, would result in a material disruption of a major corporate
development or transaction then pending or in progress or in other material
adverse consequences to the Company, and (ii) the Company so notifies the
Holder(s) within five days after the Holder(s) requests such registration. The
Company's right to defer the filing of a registration statement pursuant to the
provisions of the preceding sentence may not be exercised more than once during
any 12 month period.

                  (d) If at any time the Holder Representative notifies the
Company in writing of the Holders' desire that the Registrable Securities to be
covered by a Demand Registration Statement be sold pursuant to an underwritten
offering, the Holder Representative shall have the right to select any
nationally recognized investment banking firm(s) to administer the offering,
subject to the approval of the Company, which approval shall not be unreasonably
withheld, and the Company shall enter into underwriting agreements with the
underwriter(s) of such offering, which agreements shall contain such
representations and warranties by the Company, and such other terms, conditions
and indemnities as are at the time customarily contained in underwriting
agreements for similar offerings and the Company shall take or cause to be taken
all such other actions as are reasonably requested by the managing
underwriter(s) in order to expedite or facilitate the registration and
disposition of the Registrable Securities, including, without limitation,
causing management to participate in "road show" presentations.


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                  (e) The Company shall not be obligated to effect more than
three (3) Demand Registrations in total under this Section 2 with respect to any
or all of the Holders; provided, however, that, to the extent that the Holders
are unable to include as part of a Demand Registration the lesser of (i)
one-half of the aggregate amount of Registrable Securities requested to be
included in such Demand Registration by such Holders and (ii) Registrable
Securities representing an aggregate of two hundred fifty thousand (250,000)
shares of Common Stock (as such number may be adjusted from time to time to
reflect changes in the outstanding number of shares of Common Stock through a
dividend, subdivision, combination, reclassification, etc.), then such Demand
Registration shall not be deemed to be one of the three (3) Demand Registrations
that the Holders are entitled to pursuant to this Section 2.

                  (f) If the Holders are not entitled to include all of their
Registrable Securities requested to be included in a Demand Registration under
this Section 2, the Holder Representative may elect to withdraw its request to
include any or all such Registrable Securities included in such Demand
Registration; provided, however, that if a Demand Registration is effected with
respect to any or all of such Registrable Securities, then such Demand
Registration shall be one of the three Demand Registrations that the Holders are
entitled to under this Section 2 unless the Holders are unable to include as
part of a Demand Registration the lesser of (i) one-half of the aggregate amount
of Registrable Securities requested to be included in such Demand Registration
by such Holders and (ii) Registrable Securities representing an aggregate of two
hundred fifty thousand (250,000) shares of Common Stock (as such number may be
adjusted from time to time to reflect changes in the outstanding number of
shares of Common Stock through a dividend, subdivision, combination,
reclassification, etc.), in which event such Demand Registration shall not be
deemed to be one of the three Demand Registrations that the Holders are entitled
to under this Section 2.

         3. Incidental Registration.

                  (a) Subject to the terms and conditions set forth in this
Section 3, if the Company proposes at any time to register any common equity
securities (the "Initially Proposed Shares") under the Securities Act for sale,
whether or not for its own account, pursuant to an underwritten offering (other
than registration on Form S-4 or on Form S-8 or any substitute or successor form
adopted by the SEC), the Company will promptly give written notice to the Holder
Representative of its intention to effect such registration (such notice to
specify, among other things, the proposed offering price, the kind and number of
securities proposed to be registered and the distribution arrangements,
including identification of the underwriter(s)), and the Holder Representative
shall be entitled to include in such registration statement, as a part of such
underwritten offering, such number of shares (the "Holder Shares") to be sold
for the account of the Holders (on the same terms and conditions as the
Initially Proposed Shares) as shall be specified in a request in writing
delivered to the Company by the Holder Representative within 15 days after the
date upon which the Company gave the aforementioned notice.


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                  (b) The Company's obligations to include Holder Shares in a
registration statement pursuant to this Section 3 is subject to each of the
following limitations, conditions and qualifications:

                      (i) If, at any time after the Company gives written notice
          to the Holder Representative of its intention to effect a registration
          of any of its common equity securities (whether or not for its own
          account) and prior to the effective date of any registration statement
          filed in connection with such registration, either the Company (in the
          case of the Company intending to register securities for its own
          account) or holders of Company securities (in the case of the Company
          intending to register securities on behalf of holders of securities
          exercising demand registration rights) shall determine for any reason
          not to register any securities which were theretofore the subject of
          such registration, the Company shall give written notice of such
          determination to the Holder Representative and thereupon it shall be
          relieved of its obligation to use any efforts to register any Holder
          Shares in connection with such aborted registration (but not from its
          obligation to pay the Registration Expenses (as defined herein) in
          connection therewith).

                      (ii) If the managing underwriter(s) of such offering shall
          notify in writing the Company and the Holder Representative that, in
          the good faith judgment of such managing underwriter(s), the
          distribution of all or a specified portion of the Holder Shares would
          materially interfere with the registration and sale, in accordance
          with the intended method thereof, of the Initially Proposed Shares,
          then the number of Holder Shares to be included in such registration
          statement shall be reduced to such number, if any, that, in the good
          faith judgment of such managing underwriter(s), can be included
          without such interference; provided, however, that, if

                    (1)  the Initially Proposed Shares were being registered by
                         the Company for its own account, then the number of
                         Company securities to be included in such registration
                         statement shall be allocated (x) first, to the Company,
                         and (y) second, pro rata among all holders of Company
                         securities (including Holders of Registrable Shares on
                         whose behalf the Holder Representative has exercised
                         the Holders' rights under this Agreement) based upon
                         the number of securities each such holder so requested
                         be included in such registration statement; and

                    (2)  the Initially Proposed Shares were being registered by
                         the Company for the account of holders of Company
                         securities (other than the Holders) pursuant to demand
                         registration rights, then the number of Company
                         securities to be included in such registration
                         statement shall be allocated (x) first, pro rata among
                         all holders of Company securities (other than Holders)
                         who are exercising demand registration rights based
                         upon the number of securities


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                         each such holder so requested be included in such
                         registration statement, and (y) second, pro rata among
                         all holders of Company securities not included in
                         foregoing clause (x) (including Holders of Registrable
                         Shares on whose behalf the Holder Representative has
                         exercised the Holders' rights under this Agreement) and
                         the Company on the basis of the number of shares
                         requested to be included in such registration statement
                         by such holders and the Company;

provided further, however, that the "cutback provisions" contained in the first
proviso of this Section 3(b)(ii) shall only take effect upon PX Holding agreeing
in writing with the Company to amend Section 3 of the PX Holding Registration
Rights Agreement to provide for "cutback provisions" in Section 3 of the PX
Holding Registration Rights Agreement substantially to the same effect. Until
such time, the first proviso of this Section 3(b)(ii) shall be deemed to read:

         "provided, however, that, if other holders of the Company securities
         have requested that their securities be registered in such underwritten
         offering pursuant to a registration rights agreement with the Company
         and, unless the Initially Proposed Shares were being registered by the
         Company for its own account, the Company desires to register Company
         securities for its own account, the number of Holder Shares to be
         included in such registration statement shall be reduced to such number
         which would result in the Holder Shares being included in such
         registration statement pro rata with such other holder of registration
         rights and, if applicable, the Company on the basis of the number of
         shares requested to be registered by the Holder Representative and such
         other holders of the Company's securities and, if applicable, the
         Company."

                  (c) If, as a result of the cutback provisions contained in
Section 3(b)(ii) hereof, the Holders are not entitled to include all of the
Holder Shares in such registration, the Holder Representative may elect to
withdraw its request to include Holder Shares in such registration.

                  (d) If the Company shall so deliver such a request in writing
to the Holder Representative, each Holder shall not effect any public or private
sale or distribution of any Registrable Securities (other than the Holder
Shares) during the 15-day period prior to, and during the 45-day period
beginning on, the closing date of any underwritten public offering of shares of
Common Stock made for the Company's own account; provided, however, that if
either or both of the periods specified in the equivalent provision in the PX
Holding Registration Rights Agreement are shortened by agreement by the Company
or by the Company's waiving its rights under such equivalent provision, then the
corresponding period(s) in this sentence shall be deemed to be automatically
amended to be identical to the period(s) applicable to PX Holding under the
equivalent provision in the PX Holding Registration Rights Agreement.


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         4. Registration Procedures.

                  (a) Whenever the Company is required to use all reasonable
efforts to effect the registration of any Registrable Securities under the
Securities Act pursuant to the terms and conditions of Section 2(a) or 3 (such
Registrable Securities being hereinafter referred to as "Subject Shares"), the
Company will use all reasonable efforts to effect the registration and sale of
the Subject Shares in accordance with the intended method of disposition
thereof. Without limiting the generality of the foregoing, the Company will as
soon as practicable:

                           (i) furnish to the Holder Representative and to each
         managing underwriter, if any, a reasonable time in advance of their
         filing with the SEC, any registration statement, amendment or
         supplement thereto, and any prospectus used in connection therewith,
         and the Holder Representative shall have the opportunity to object to
         any information pertaining to any one or more Holders of Subject Shares
         (each such Holder, a "Participating Holder") and its plan of
         distribution that is contained therein and the Company will make the
         corrections reasonably requested by the Holder Representative with
         respect to such information prior to filing any such registration
         statement or any amendment or supplement thereto; and furnish a copy of
         any and all transmittal letters or other correspondence with the SEC or
         any other governmental agency or self-regulatory body or other body
         having jurisdiction (including any domestic or foreign securities
         exchange) relating to such offering of Registrable Securities;

                           (ii) prepare and file with the SEC a registration
         statement with respect to the Subject Shares in form and substance
         satisfactory to the Holder Representative, and use all reasonable
         efforts to cause such registration statement to become effective as
         soon as possible;

                           (iii) prepare and file with the SEC such amendments
         and supplements to such registration statement and the prospectus used
         in connection therewith as may be necessary to keep such registration
         statement effective for the applicable period and to comply with the
         provisions of the Securities Act with respect to the disposition of all
         Subject Shares and other securities covered by such registration
         statement;

                           (iv) furnish to the Holder Representative and each
         managing underwriter, if any, without charge, such number of copies of
         such registration statement, each amendment and supplement thereto (in
         each case including all exhibits thereto and documents incorporated by
         reference therein) and the prospectus included in such registration
         statement (including each preliminary prospectus and prospectus
         supplement) and any other prospectus filed under Rule 424 promulgated
         under the Securities Act relating to the Registrable Securities and
         such other documents as the Holder Representative or such underwriter
         may reasonably request;


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                           (v) after the filing of the registration statement,
         promptly notify the Holder Representative and each managing
         underwriter, if any, of any stop order issued or, to the knowledge of
         the Company, threatened to be issued by the SEC;

                           (vi) use all reasonable efforts to register or
         qualify the Subject Shares covered by such registration statement under
         the securities or blue sky laws of such jurisdictions (including any
         foreign country or any political subdivision thereof) as the managing
         underwriter(s) shall reasonably recommend, and do any and all other
         acts and things which may be reasonably necessary or advisable to
         enable the Participating Holders to consummate the disposition in such
         jurisdictions of the Subject Shares covered by such registration
         statement, except that the Company shall not for any such purpose be
         required to (A) qualify generally to do business as a foreign
         corporation in any jurisdiction wherein it is not so qualified, (B)
         subject itself to taxation in any jurisdiction wherein it is not so
         subject, or (C) consent to general service of process in any such
         jurisdiction or otherwise take any action that would subject it to the
         general jurisdiction of the courts of any jurisdiction in which it is
         not so subject;

                           (vii) promptly inform the Holder Representative and
         the managing underwriter(s), if any, (x) in the case of any offering of
         the Registrable Securities in respect of which a registration statement
         is filed under the Securities Act, of the date on which a registration
         statement or any post-effective amendment thereto has been filed and
         when the same has become effective and, if applicable, of the date of
         filing a Rule 430A prospectus, (y) of any written comments from the SEC
         with respect to any filing referred to in clause (x) and of any request
         by the SEC, any securities exchange, self-regulatory body or
         Governmental Authority having jurisdiction for any amendment of or
         supplement to any registration statement or preliminary prospectus or
         prospectus included therein or any offering memorandum or other
         offering document relating to such offering or (z) of the receipt by
         the Company of any notification with respect to the suspension of the
         qualification of any Registrable Securities for sale under the
         applicable securities or blue sky laws of any jurisdiction;

                           (viii) otherwise use its reasonable efforts to comply
         with all applicable rules and regulations of the SEC;

                           (ix) provide a transfer agent and registrar for all
         Registrable Securities covered by such registration statement not later
         than the effective date of such registration statement;

                           (x) furnish unlegended certificates representing
         ownership of the securities being sold in such denominations as shall
         be requested and instruct the transfer agent to release any stop
         transfer orders with respect to the Subject Shares being sold;


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                           (xi) notify the Holder Representative at any time
         when a prospectus relating to the Subject Shares is required to be
         delivered under the Securities Act of the happening of any event as a
         result of which the prospectus included in such registration statement
         contains any untrue statement of a material fact or omits to state a
         material fact necessary to make the statements therein (in the case of
         the prospectus or any preliminary prospectus, in light of the
         circumstances under which they were made) not misleading, and the
         Company will, as promptly as practicable thereafter, prepare and file
         with the SEC and furnish a supplement or amendment to such prospectus
         so that, as thereafter delivered to the purchasers of Subject Shares
         such prospectus will not contain any untrue statement of a material
         fact or omit to state a material fact required to be stated therein or
         necessary to make the statements therein (in the case of the prospectus
         or any preliminary prospectus, in light of the circumstances under
         which they were made) not misleading;

                           (xii) enter into customary agreements (including an
         underwriting agreement in customary form in the case of an underwritten
         offering) and make such representations and warranties to the sellers
         and underwriter(s) as in form and substance and scope are customarily
         made by issuers to underwriters in underwritten offerings and take such
         other actions as the Participating Holders or the managing
         underwriter(s) or agent, if any, reasonably require in order to
         expedite or facilitate the disposition of such Subject Shares. The
         Holder Representative may, at its option, require that any or all of
         the representations and warranties by, and the other agreements on the
         part of, the Company to and for the benefit of such underwriter(s) also
         be made to and for the benefit of any one or more Participating
         Holders, and that any or all of the conditions precedent to the
         obligations of such underwriter(s) under such underwriting agreement
         also be conditions precedent to the obligations of the Participating
         Holders;

                           (xiii) make available for inspection by the Holder
         Representative, any underwriter or agent participating in any
         disposition pursuant to such registration statement, and any attorney,
         accountant or other similar professional advisor retained by the Holder
         Representative or underwriter (collectively, the "Inspectors"), all
         pertinent financial and other records, pertinent corporate documents
         and properties of the Company (collectively, the "Records"), as shall
         be reasonably necessary to enable them to exercise their due diligence
         responsibility, and cause the Company's officers, directors and
         employees to supply all information reasonably requested by any such
         Inspector in connection with such registration statement;

                           (xiv) make available senior management personnel of
         the Company to participate in, and cause them to cooperate with the
         underwriter(s) in connection with, "road show" and other customary
         marketing activities, including "one-on-one" meetings with prospective
         purchasers of the Subject Shares;

                           (xv) obtain for delivery to the Company, the
         underwriter(s) or their agent, with copies to the Holder
         Representative, a "cold comfort" letter from the


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         Company's independent public accountants in customary form and covering
         such matters of the type customarily covered by "cold comfort" letters
         as the Holder Representative or the managing underwriter(s) reasonably
         request;

                           (xvi) obtain for delivery to the Holder
         Representative (on behalf of the Participating Holders) and the
         underwriter(s) or their agent an opinion or opinions from counsel for
         the Company in customary form and reasonably satisfactory to the
         Participating Holders, underwriters or agents and their counsel;

                           (xvii) make available to its security holders
         earnings statements, which need not be audited, satisfying the
         provisions of Section 11(a) of the Securities Act no later than 90 days
         after the end of the 12-month period beginning with the first month of
         the Company's first quarter commencing after the effective date of the
         registration statement, which earnings statements shall cover said
         12-month period;

                           (xviii) make every reasonable effort to prevent the
         issuance of any stop order suspending the effectiveness of the
         registration statement or of any order preventing or suspending the
         effectiveness of such registration statement at the earliest possible
         moment;

                           (xix) cause the Subject Shares to be registered with
         or approved by such other Governmental Authorities (including foreign
         governmental agencies and authorities) as may be necessary to enable
         the sellers thereof or the underwriters(s), if any, to consummate the
         disposition of such Subject Shares;

                           (xx) cooperate with the Holder Representative and the
         managing underwriter(s), if any, or any other interested party
         (including any interested broker- dealer) in making any filings or
         submission required to be made, and the furnishing of all appropriate
         information in connection therewith, with the National Association of
         Securities Dealers, Inc. ("NASD");

                           (xxi) cause its subsidiaries to take action necessary
         to effect the registration of the Subject Shares contemplated hereby,
         including filing any required financial information;

                           (xxii) effect the listing of the Subject Shares on
         the New York Stock Exchange or such other national securities exchange
         or over-the-counter market on which shares of the Common Stock shall
         then be listed; and

                           (xxiii) take all other steps necessary to effect the
         registration of the Subject Shares contemplated hereby.


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                  (b) The Holders shall provide (in writing and signed by the
Holders and stated to be specifically for use in the related registration
statement, preliminary prospectus, prospectus or other document incident
thereto) to the Holder Representative who shall forward the same to the Company
all such information and materials and the Holders shall take all such action as
may be required in order to permit the Company to comply with all applicable
requirements of the SEC and any applicable state securities laws and to obtain
any desired acceleration of the effective date of any registration statement
prepared and filed by the Company pursuant to this Agreement.

                  (c) The Holders shall, if requested by the Company or the
managing underwriter(s) in connection with any proposed registration and
distribution pursuant to this Agreement, (i) agree to sell the Subject Shares on
the basis provided in any underwriting arrangements entered into in connection
therewith and (ii) complete and execute all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents customary in similar
offerings; provided, however, that in no event shall a Participating Holder be
required to make any representations or warranties to or agreements with the
Company or the underwriter(s) other than representations, warranties or
agreements regarding the Participating Holder and its ownership of the
securities being registered on its behalf and its intended method of
distribution and any other representation required by law.

                  (d) Upon receipt of any notice from the Company that the
Company has become aware that the prospectus (including any preliminary
prospectus) included in any registration statement filed pursuant to Section
2(a) or Section 3, as then in effect, contains any untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, the Holders shall
forthwith discontinue disposition of Subject Shares pursuant to the registration
statement covering the same until the Holders' receipt of copies of a
supplemented or amended prospectus and, if so directed by the Company, deliver
to the Company (at the Company's expense) all copies other than permanent file
copies then in the Holder's possession, of the prospectus covering the Subject
Shares that was in effect prior to such amendment or supplement.

                  (e) The Company shall pay all Registration Expenses. For
purposes of this Agreement, "Registration Expenses" shall mean all expenses
incident to the Company's performance of or compliance with its obligations
under this Agreement to effect the registration of Registrable Securities
pursuant to Section 2(a) or Section 3 of this Agreement, and the disposition of
such securities, including, without limitation, all registration, filing,
qualification and other fees and expenses of complying with securities or blue
sky laws, transfer agents and registrars' fees, all word processing, duplicating
and printing expenses, the fees and disbursements of counsel for the Company and
of its independent public accountants, including the expenses of any special
audits or "cold comfort" letters required by or incident to such performance and
compliance, but excluding underwriting discounts and commissions in respect of
Registrable Securities, the fees and disbursements of the Holder Representative
and the fees and disbursements of any counsel retained by the Holder
Representative or any Participating


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Holders (which underwriting discounts and commissions and fees and disbursements
of the Holder Representative and of counsel shall be paid by the Participating
Holders).

                  (f) In connection with any sale of Subject Shares that are
registered pursuant to this Agreement, the Company and the Holders shall enter
into an agreement providing for indemnification of the Holders by the Company,
and indemnification of the Company by the Holders, on terms customary for such
agreements at that time (it being understood that any disputes arising as to
what is customary shall be resolved by counsel to the underwriter(s)).

         5. The Holder Representative.

                  (a) Each Holder, by its acceptance of the benefits under this
Agreement, authorizes, directs and appoints the Holder Representative to act as
its sole and exclusive agent, attorney-in-fact and representative of such
Holder, and authorizes and directs the Holder Representative to (i) take any and
all actions (including, without limitation, executing and delivering any
documents, incurring any costs and expenses for the account of the Holders and
making any and all determinations) which may be required or permitted by this
Agreement to be taken by the Holder Representative or the Holders, (ii) exercise
such other rights, powers and authority as are authorized, delegated or granted
to the Holder Representative hereunder and (iii) exercise such rights, powers
and authority as are incidental to the foregoing. Any such actions taken,
exercises of rights, powers or authority, and any decision or determination made
by the Holder Representative consistent therewith, shall be absolutely and
irrevocably binding on each Holder as if such Holder personally had taken such
action, exercised such rights, powers or au thority or made such decision or
determination in such Holder's individual capacity. Notwithstanding any other
provision of this Agreement, each Holder irrevocably relinquishes its right to
act independently and other than through the Holder Representative, except as
expressly provided for under this Agreement. The Holder Representative hereby
accepts the foregoing authorization and appointment and agrees to serve as the
Holder Representative in accordance with this Agreement.

                  (b) The provisions of this Section 5 shall in no way impose
any obligations on the Company. In particular, notwithstanding any notice
received by the Company to the contrary, the Company (i) shall be fully
protected in relying upon and shall be entitled to rely upon, shall have no
liability to any Holder with respect to, any and all damages and losses arising
out of actions, decisions and determinations of the Holder Representative and
(ii) shall be entitled to assume that all actions, decisions and determinations
of the Holder Representative are fully authorized by each Holder.


         6. Notices. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery or delivery by telecopy or facsimile at the address or number
designated below (if delivered on a business day during normal business hours
where such notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business hours
where such notice is to be received) or (b) on the third business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual service, fully prepaid,


                                       12

<PAGE>



addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur. The addresses for such communications shall be:

             If to the Company, to: Panavision Inc.
                                    6219 De Soto Avenue
                                    Woodland Hills, California 91367
                                    Attention: John Farrand
                                    Telecopier Number: (818) 316-1110

             with a copy to:        Skadden, Arps, Slate, Meagher & Flom LLP
                                    Four Times Square
                                    New York, New York 10036
                                    Attention: Alan C. Myers, Esq.
                                    Telecopier Number: (212) 735-2000

             If to Sony or the
    Holder Representative, to:      Sony Electronics Inc.
                                    1 Sony Drive
                                    Park Ridge, New Jersey 07656
                                    Attention: General Counsel, Legal Department
                                    Telecopier Number: (201) 930-6099

             with a copy to:        Rosenman & Colin LLP
                                    575 Madison Avenue
                                    New York, New York 10022
                                    Attention: David H. Landau, Esq.
                                    Telecopier Number: (212) 940-8776

         If to any other Holder, to the Holder Representative. Any party hereto
may from time to time change its address for notices under this Section 6 by
giving at least 10 days' notice of such changes to the other parties hereto.

         7. Waivers. No waiver by any party of any default with respect to any
provision, condition or requirement hereof shall be deemed to be a continuing
waiver in the future thereof or a waiver of any other provision, condition or
requirement hereof; nor shall any delay or omission of any party to exercise any
right hereunder in any manner impair the exercise of any such right accruing to
it thereafter.

         8. Headings. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


                                       13


<PAGE>



         9. Successors and Assigns; Amendments; Assignments.

                  (a) This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns. This
Agreement may not be amended except by a written instrument executed by the
parties hereto.

                  (b) A Holder need not be a party to this Agreement or an
assignment and assumption agreement for it to be able to exercise the rights
granted to Holders under this Agreement; provided, however, that (i) to the
extent that this Agreement imposes obligations upon a Holder, such Holder (by
its acceptance of the benefits under this Agreement) agrees to be bound by the
obligations imposed upon such Holder under this Agreement, and (ii) upon the
delivery of a request by the Company to the Holder Representative in respect
thereof, Sony and such Holder shall execute and deliver to the Company an
assignment and assumption agreement in a form reasonably acceptable to the
Company prior to or simultaneously with the exercise by any Holder (which has
not expressly been made a party to this Agreement or an assignment and
assumption agreement in respect thereof) of any of its rights under this
Agreement (whether directly or through the Holder Representative), and such
Holder (either directly or through the Holder Representative) may not exercise
any rights under this Agreement until such assignment and assumption agreement
has been delivered to the Company.

                  (c) The Holder Representative may not assign any of its rights
or obligations under this Agreement unless it and its assignee delivers an
assignment and assumption agreement in a form reasonably acceptable to the
Company and such assignee satisfies the definition of "Holder Representative"
hereunder.

                  (d) The Company may assign its rights, but not its
obligations, under this Agreement.

         10. No Third Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and the Holders and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision
hereof be enforced by, any other person.

         11. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of Delaware
without regard to the principles of conflicts of laws.

         12. Entire Agreement. This Agreement contains the entire agreement of
the parties hereto in respect of the subject matter hereof and supersedes all
prior agreements and understandings between the parties with respect to the
subject matter hereof.

         13. Execution. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that all parties need not sign
the same counterpart.


                                       14


<PAGE>



         14. Available Information. If at any time the Company is required to
file reports in compliance with either Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company
will comply with all rules and regulations of the SEC applicable in connection
with the use of Rule 144 or Rule 144A promulgated under the Securities Act and
will, upon the request of the Holder Representative, take such other actions and
furnish the Holder Representative with information as the Holder Representative
may reasonably request in order for any Holder to avail itself of such rule or
any other rule or regulation of the SEC allowing the Holder to sell any
Registrable Securities without registration, and will, at its expense, forthwith
upon the request of the Holder Representative, deliver to such party a
certificate, signed by the Company's principal financial officer, stating (a)
the Company's name, address and telephone number (including area code), (b) the
Company's Internal Revenue Service identification number, (c) the Company's SEC
file number, (d) the number of shares of each class of stock outstanding as
shown by the most recent report or statement published by the Company, and (e)
whether the Company has filed the reports required to be filed under the
Exchange Act for a period of at least 90 days prior to the date of such
certificate and in addition has filed the most recent annual report required to
be filed thereunder or as to such matters as would then be required to establish
compliance with Rule 144 or any successor rule or rules under the Securities
Act. If at any time the Company is not required to file reports in compliance
with either Section 13 or Section 15(d) of the Exchange Act, the Company at its
expense will, forthwith upon the written request of the Holder Representative,
make available adequate current public information with respect to the Company
within the meaning of paragraph (c)(2) of Rule 144.

         15. Injunctions. Irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed in accordance with its
specific terms or were otherwise breached. Therefore, the parties hereto shall
be entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically the terms and
provisions hereof in any court having jurisdiction, such remedy being in
addition to any other remedy to which they may be entitled at law or in equity.

         16. Severability. If any term or provisions of this Agreement is held
by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remainder of the terms and provisions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their best efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term or provision.

         17. Further Assurances. Subject to the specific terms of this
Agreement, the Holder Representative, each Holder and the Company shall make,
execute, acknowledge and deliver such other instruments and documents, and take
all such other actions, as may be reasonably required in order to effectuate the
purposes of this Agreement and to consummate the transactions contemplated
hereby.

         18. Recapitalization, Exchanges, etc., Affecting the Company's Capital
Stock. The provisions of this Agreement shall apply to the full extent set forth
herein with respect to any and all shares of capital stock of the Company or any
successor or assign of the Company (whether


                                       15

<PAGE>



by merger, consolidation, sale of assets or otherwise), or at the election of
the Holder Representative, any person who controls any of the foregoing, which
may be issued in respect of, in exchange for or in substitution of, the
Registrable Securities.

         19. Submission to Jurisdiction. No party hereto shall commence any
legal proceeding or action against any other party under this Agreement unless
and until the parties have attempted in good faith to settle the underlying
dispute through negotiation or mediation for a period of not less than 30 days.
Each of the parties hereto irrevocably and unconditionally submits to the
exclusive jurisdiction of the United States District Court for the Southern
District of New York or, if such court will not accept jurisdiction, the Supreme
Court of the State of New York, New York County or any court of competent civil
jurisdiction sitting in New York County, New York. In any action, suit or other
proceeding, each of the parties hereto irrevocably and unconditionally waives
and agrees not to assert by way of motion, as a defense or otherwise any claims
that it is not subject to the jurisdiction of the above courts, that such action
or suit is brought in an inconvenient forum or that the venue of such action,
suit or other proceeding is improper. Each of the parties hereto also agrees
that any final and unappealable judgment against a party hereto in connection
with any action, suit or other proceeding shall be conclusive and binding on
such party and that such award or judgment may be enforced in any court of
competent jurisdiction, either within or outside of the United States. A
certified or exemplified copy of such award or judgment shall be conclusive
evidence of the fact and amount of such award or judgment.

         20. Waiver of Jury Trial. EACH OF THE PARTIES HERETO AND, BY ITS
ACCEPTANCE OF THE BENEFITS UNDER THIS AGREEMENT, EACH HOLDER IRREVOCABLY WAIVES
THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO
THIS AGREEMENT OR THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT.

         21. Interpretation. The parties have participated jointly in the
negotiation and drafting of this Agreement. Consequently, in the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties hereto, and no presumption or
burden of proof shall arise favoring or disfavoring either party by virtue of
the authorship of any provision of this Agreement.

         22. Attorney's Fees. Should any party hereto bring an action to enforce
the terms of this Agreement then, if the party hereto which brought such action
prevails in such action it shall be entitled to recovery of its attorney's fees
from the party hereto against whom such action was brought, and if the party
hereto against whom such action was brought prevails in such action it shall be
entitled to recovery of its attorney's fees from the party hereto which brought
such action.


                                       16

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed by their respective authorized officers as
of the date hereof.


                                       PANAVISION INC.



                                       By:
                                          ----------------------------------
                                       Name:
                                       Title:


                                       SONY ELECTRONICS INC.,
                                       on its own behalf and in its capacity
                                       as the Holder Representative:



                                       By:
                                          ----------------------------------
                                       Name:
                                       Title:





</TEXT>
</DOCUMENT>
