Exhibit 10.3
AMENDMENT NO. 1 AND REAFFIRMATION AGREEMENT
AMENDMENT NO. 1 AND REAFFIRMATION AGREEMENT (this “Amendment”) dated as of January 18, 2006 to CREDIT AGREEMENT (the “Credit Agreement”) dated as of November 9, 2005, among MARVEL ENTERTAINMENT, INC., a Delaware corporation, and HSBC BANK USA, NATIONAL ASSOCIATION, as Lender. All capitalized terms used but not defined herein shall have the same meanings herein as in the Credit Agreement. The parties hereto hereby agree as follows:
ARTICLE I: AMENDMENTS
Section 1.1. Amendment. Section 2.5(a)(ii) of the Credit Agreement, which until immediately prior to the execution hereof has read, in its entirety, “The Commitments shall automatically and permanently reduced by an amount equal to $50,000,000 on March 31, 2006,” is hereby amended to read, in its entirety: “The Commitments shall automatically and permanently be reduced by an amount equal to $50,000,000 on (i) August 15, 2006 or, if earlier, (ii) the date that is six months after the first date on which the Outstandings equal more than $100,000,000.”
ARTICLE II: REAFFIRMATION; REPRESENTATIONS AND WARRANTIES
Section 2.1. General. Each Obligor hereby ratifies, confirms and reaffirms in all respects all of its Obligations to the Lender as evidenced by the Credit Documents and all of its Obligations to the Lender arising under any other instrument or agreement creating, evidencing, or securing any of its obligations to the Lender.
Section 2.2. Representations and Warranties. Each Obligor hereby represents and warrants to the Lender that, after giving effect to this Amendment, (a) the representations and warranties set forth in the Credit Documents are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, and (b) no Default or Event of Default has occurred and is continuing.
ARTICLE III: MISCELLANEOUS
Section 3.1. No Waiver. Except as otherwise provided herein, this Amendment shall not (i) constitute a modification, acceptance or waiver with respect to any other term, provision or condition of the Credit Agreement or any other instrument or agreement referred to therein or (ii) except as contemplated hereunder, prejudice any right or remedy that the Lender may now have or may have in the future under or in connection with the Credit Agreement or any other instrument or agreement referred to therein and all obligations of the Obligors and rights of the Lender thereunder shall remain in full force and effect.
Section 3.2. Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no Obligor may assign or otherwise transfer any of its rights or Obligations hereunder without the prior written consent of Lender (and any attempted assignment or transfer by any Obligor without such consent shall be null and void).
Section 3.3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
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Section 3.4. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
Section 3.5. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment or of any other Credit Document by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment or of such other Credit Document.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
BORROWER:
MARVEL ENTERTAINMENT, INC.
By /s/ Kenneth P. West
| Name: Kenneth P. West | |
| Title: Executive Vice President and |
| Chief Financial Officer | |
| | | | |
Notice Address for The Borrower:
417 Fifth Avenue
New York, NY 10016
Attn: Kenneth P. West, Executive Vice President and Chief Financial Officer
Telephone: 212-576-4017
Facsimile: 212-576-4064
ADDITIONAL OBLIGOR(S):
MARVEL CHARACTERS, INC.
By /s/ Kenneth P. West
| Name: Kenneth P. West |
| Title: Treasurer | |
LENDER:
HSBC BANK USA, NATIONAL ASSOCIATION
By /s/ MARY A. PAN
| MARY A. PAN | |
| SENIOR VICE PRESIDENT |
Notice Address:
452 Fifth Avenue
New York, New York 10018
Attn: Mary A. Pan, Senior Vice President
Telephone: 212-525-5370
Facsimile: 212-525-6233
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