SHARE DISPOSITION AGREEMENTShare Disposition Agreement • November 9th, 2005 • Marvel Entertainment, Inc. • Patent owners & lessors • New York
SHARE DISPOSITION AGREEMENT (the “Agreement”), dated as of November 9, 2005, by and between Marvel Entertainment, Inc., a Delaware corporation (the “Company”), and Isaac Perlmutter (the “Stockholder”).
CONFIDENTIAL AMENDED AND RESTATED STUDIO DISTRIBUTON AGREEMENTStudio Distributon Agreement • November 9th, 2005 • Marvel Entertainment, Inc. • Patent owners & lessors • New York
This agreement (the “Agreement”) dated as of August 31, 2005 is entered by and between MVL Productions LLC (“Marvel”) and Paramount Pictures Corporation (“Paramount”) amends, restates and supersedes that certain term sheet (the “Term Sheet”) dated as of March 25, 2005 between Marvel Studios, Inc. (“MSI”) and Paramount with respect to the marketing and distribution of theatrical motion pictures based on Marvel Characters (as defined below). Capitalized terms not defined in the body of this Agreement shall have the meaning set forth in the glossary attached hereto as Exhibit DEF and incorporated herein by reference.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 9th, 2005 • Marvel Entertainment, Inc. • Patent owners & lessors • New York
Pursuant to the Credit Agreement dated as of the date hereof (as amended, supplemented or modified from time to time, the “Credit Agreement” capitalized terms used but not defined herein shall have the meanings given such terms in the Credit Agreement) by and among Grantors and Secured Party, Secured Party has agreed to make the Loans to and Issue Letters of Credit for the account of Borrower. In order to induce Secured Party to make the Loans and Issue the Letters of Credit, Grantors have agreed to grant a continuing Lien on the Collateral to secure the Obligations (as hereinafter defined). Accordingly, Grantors hereby agree as follows:
MARVEL ENTERTAINMENT, INC. PERFORMANCE-BASED PHANTOM STOCK AGREEMENTPerformance-Based Phantom Stock Agreement • November 9th, 2005 • Marvel Entertainment, Inc. • Patent owners & lessors • New York
THIS AGREEMENT, dated as of the [__] day of [____], 20[__] (the “Grant Date”), between Marvel Entertainment, Inc. (the “Company”), and [________________________] (“Participant”) , is entered into pursuant to the Marvel Entertainment, Inc. 2005 Stock Incentive Plan (the “Plan”). Capitalized terms used herein, but not defined herein, shall have the meanings ascribed to them in the Plan.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2005 • Marvel Entertainment, Inc. • Patent owners & lessors • New York
This is Amendment No. 1, dated as of September 6, 2005 (this “Amendment”) to the EMPLOYMENT AGREEMENT, dated as of August 1, 2003 (the “Agreement”), between Marvel Enterprises, Inc., a Delaware corporation (the “Company”) and Timothy Rothwell (the “Executive”).
GUARANTYGuaranty • November 9th, 2005 • Marvel Entertainment, Inc. • Patent owners & lessors • New York
THIS GUARANTY, is entered into as of November 9, 2005, by Marvel Characters, Inc., and such other persons who may become party hereto from time to time as guarantors pursuant to joinder documentation satisfactory to the Lender (the “Guarantors”), in favor of and for the benefit of HSBC Bank USA, National Association (the “Lender”).
CREDIT AGREEMENTCredit Agreement • November 9th, 2005 • Marvel Entertainment, Inc. • Patent owners & lessors • New York
CREDIT AGREEMENT dated as of November 9, 2005, among MARVEL ENTERTAINMENT, INC., a Delaware corporation, and HSBC BANK USA, NATIONAL ASSOCIATION, as Lender. The parties hereto hereby agree as follows:
