AMENDMENT
Dated as of August 9, 2000
This THIRD 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 the Issuer have entered into a Credit Agreement dated as of April 1,
1999 and amended pursuant to the First Amendment dated as of March 21, 2000 and
the Second Amendment dated as of June 1, 2000 (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 further amend the Credit Agreement as
hereinafter set forth.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES, THE PARTIES HERETO AGREE
AS FOLLOWS:
SECTION 1. Amendments to Credit Agreement. (a) The preamble to 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 hereof, hereby
amended to read in its entirety as follows:
"The Borrower agrees that, so long as any Lender has
any Credit Exposure hereunder or any interest or fees
accrued hereunder remain unpaid; 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 Amount does not exceed $20,000,000 and
(ii) the Borrowing Base less the Total Outstanding
exceeds $10,000,000 at all times during the months of
June, July and August 2000 and $20,000,000 at all
other times:"
(b) Section 5.01(n) shall be renumbered as 5.01(o), and a new Section
5.01(n) inserted in its place to read in its entirety as follows:
"On or prior to September 15, 2000, the Borrower will
deliver to the Agent revised financial projections
for each remaining month in Fiscal Year 2000 and each
quarter in Fiscal Year 2001 which (A) will be
prepared by the Borrower on the basis of assumptions
which the Borrower believes in good faith to be
reasonable as of the date of such projections, and
(B) will represent the Borrower's good faith estimate
of future performance of the Borrower and its
Subsidiaries."
SECTION 2. Amendment Fee. In connection with this Third Amendment, the
Borrower will pay to the Agent for the account of the Lenders an amendment fee
in the aggregate amount of $100,000, one-half of such fee ($50,000) to be paid
upon execution of this Third Amendment by the Borrower and one-half ($50,000) to
be paid on the date of execution and delivery by the Borrower to the Agent and
the Lenders of an amendment to the Credit Agreement in form and substance
satisfactory to the Required Lenders which amends the financial covenants set
forth in Sections 5.13, 5.14 and 5.15 of the Credit Agreement in a manner
consistent with the revised financial projections required to be delivered by
the Borrower pursuant to Section 5.01(n) of the Credit Agreement.
SECTION 3. Conditions of Effectiveness. This Third Amendment will become
effective when the Agent shall have received (a) counterparts of this Third
Amendment executed by the Borrower, the Guarantors and the Required Lenders and
(b) payment of the first $50,000 installment of the amendment fee referred to in
Section 2 above, payable to the Agent for the account of the Lenders executing
this Third Amendment.
SECTION 4. Representations and Warranties of the Borrower. The Borrower and
each Guarantor represents and warrants as follows:
(a) After giving effect to this Third 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 Third Amendment, no Default or Event
of Default shall have occurred and be continuing.
SECTION 5. Reference to and Effect on the Loan Documents. (a) Upon the
effectiveness of this Third 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
generality of the foregoing, the Loan Documents and all of the Collateral
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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 Third 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 6. Execution in Counterparts. This Third 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 7. Governing Law. This Third Amendment will be governed by, and
construed in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
be executed by their respective authorized officers as of the date first above
written.
MARVEL ENTERPRISES, INC.,
as Borrower
By: /s/ Allen S. Lipson
--------------------
Name: Allen S. Lipson
Title:Exec. VP Business & Legal Affairs
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
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MARVEL RESTAURANT VENTURE CORP.,
as Guarantor
By:/s/ Allen S. Lipson
-----------------------
Name:Allen S. Lipson
Title:Vice President
MRV, INC., as Guarantor
By:/s/ Allen S. Lipson
----------------------
Name:Allen S. Lipson
Title:Vice President
CITIBANK, N.A., as Agent and Collateral Agent
By:/s/ Thomas M Halsch
-------------------------------------
Name:Thomas M. Halsch
Title:Vice President
CITIBANK, N.A., as Issuer
By:/s/ Thomas M Halsch
-------------------------------------
Name:Thomas M Halsch
Title:Vice President
CITIBANK, N.A., as Lender
By:/s/ Thomas M Halsch
-------------------------------------
Name:Thomas M. Halsch
Title:Vice President
HELLER FINANCIAL, INC., as Lender
By:/s/ Tara Wrobel
-----------------------------------
Name:Tara Wrobel
Title:Vice President
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AMSOUTH BANK, as Lender
By:/s/Kathleen F. Kerlinger
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Name:Kathleen F. Kerlinger
Title:Attorney-in-fact
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