EXHIBIT 10.1
FIRST AMENDMENT
Dated as of March 21, 2000
This FIRST AMENDMENT among MARVEL ENTERPRISES, INC. (the "Borrower"), the
GUARANTORS party hereto, the LENDERS party hereto and CITIBANK, N.A., as Agent,
Collateral Agent and Issuer.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Guarantors, the Lenders, the Agent, the Collateral
Agent and Issuer have entered into a Credit Agreement dated as of April 1, 1999
(the "Credit Agreement"). Unless otherwise defined herein, the terms defined in
the Credit Agreement are used herein as therein defined.
(2) The parties have agreed to amend the Credit Agreement as hereinafter
set forth.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES, THE PARTIES HERETO
AGREE AS FOLLOWS
SECTION 1. Amendment to Credit Agreement. Article 5 of the Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 2, hereby amended by adding the
following proviso prior to the colon at the end of the preamble to such Article:
"; provided that the financial covenants contained in
Sections 5.13, 5.14 and 5.15 will not be tested so long as
(i) the Total Outstanding Amounts does not exceed
$20,000,000 and (ii) the Borrowing Base less the Total
Outstanding Amount exceeds $20,000,000".
SECTION 2. Conditions of Effectiveness. This First Amendment will
become effective when the Agent shall have received counterparts of this First
Amendment executed by the Borrower, the Guarantors and the Required Lenders.
SECTION 3. Representations and Warranties of the Borrower. The Borrower
and each Guarantor represents and warrants as follows:
(a) After giving effect to this First Amendment, all of the
representations and warranties contained in Article 4 of the credit agreement
and in other Loan Documents will be true in all material respects.
(b) After giving effect to this First Amendment, no Default or Event of
Default shall have occurred and be continuing.
SECTION 4. Reference to and Effect on the Loan Documents. (a) Upon the
effectiveness of this First Amendment, on and after the date hereof each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", or
words of like import referring to the Credit Agreement, and each reference in
the other Loan Documents to "the Credit Agreement", "thereunder", thereof", or
words of like import referring to the Credit Agreement, will mean and be a
reference to the Credit Agreement as amended hereby.
(b) Except as specifically amended above, the Credit Agreement and all
other Loan Documents are and will continue to be in full force and effect and
are hereby in all respects ratified and confirmed. Without limiting the
generally of the foregoing, the Loan Documents and all of the Collateral
described therein do and will continue to secure the payment of all obligations
of the Borrower and the Guarantors under the Credit Agreement, the Notes and the
other Loan Documents, in each case as amended hereby.
(c) The execution, delivery and effectiveness of this First Amendment
will not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
SECTION 5. Execution in Counterparts. This First Amendment may be
executed in any number of counterparts, each of which when so executed and
delivered will be deemed to be an original and all of which taken together shall
constitute but one and the same agreement.
SECTION 6. Governing Law. This First Amendment will be governed by, and
construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective authorized officers as of the date first
above written.
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MARVEL ENTERPRISES, Inc.
as Borrower
By:s/Alllen S. Lipson
-------------------------
Name: Allen S. Lipson
Title: Executive Vice President
MARVEL ENTERTAINMENT GROUP, INC.
as Guarantor
By: S/Allen S. Lipson
-----------------------
Name: Allen S. Lipson
Title: Vice President
MEI HOLDING COMPANY S CORP.,
as Guarantor
By: s/Allen S. Lipson
-----------------------
Name: Allen S. Lipson
Title: Vice President
MEI HOLDING COMPANY F CORP.,
as Guarantor
By: s/Allen S. Lipson
-----------------------
Name: Allen S. Lipson
Title: Vice President
MARVEL CHARACTERS, INC.,
as Guarantor
By: s/Allen S. Lipson
-----------------------
Name: Allen S. Lipson
Title: Vice President
MARVEL RESTURANT VENTURE CORP.,
as Guarantor
By: s/Allen S. Lipson
-----------------------
Name: Allen S. Lipson
Title: Vice President
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MRV, INC., as Guarantor
By: s/Allen S. Lipson
-----------------------
Name: Allen S. Lipson
Title: Vice President
CITBANK, N.A. as Agent and Collateral Agent
By: s/Miles D. McManus
---------------------
Name: Miles D. McManus
Title: Vice President
CITBANK, N.A. as Issuer
By: s/Miles D. McManus
---------------------
Name: Miles D. McManus
Title: Vice President
CITBANK, N.A. as Lender
By: s/Miles D. McManus
---------------------
Name: Miles D. McManus
Title: Vice President
HELLER FINANCIAL, INC., as Lender
By: s/Tara Urobel
-----------------------
Name: Tara Urobel
Title: Vice President
AMSOUTH BANK, as Lender
By: s/Patrick R. Brocker
-----------------------
Name: Patrick R. Brocker
Title: Attorney-In-Fact
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