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Sample Business Contracts

Rights Agreement [Amendment] - Marvel Enterprises Inc. and American Stock Transfer & Trust Co.

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                                    AMENDMENT

                                       TO

                                RIGHTS AGREEMENT

         This Amendment (this "Amendment") to the Rights Agreement by and
between Marvel Enterprises, Inc. (the "Company") and American Stock Transfer &
Trust Company as Rights Agent, first dated as of August 22, 2000 (the "Rights
Agreement"), is made as of this 30th day of November, 2001, pursuant to action
by the Board of Directors of the Company authorizing the Amendment in accordance
with Section 26 of the Rights Agreement. Capitalized terms used and not defined
herein shall have the respective meanings ascribed thereto in the Rights
Agreement.

1.       AMENDMENT TO SECTION 1.1. Section 1.1 of the Rights Agreement is hereby
deleted in its entirety and restated as follows:

         1.1. "Acquiring Person" shall mean any Person (as such term is
         hereinafter defined) who or which, together with all Affiliates and
         Associates (as such terms are hereinafter defined) of such Person,
         shall be the Beneficial Owner (as such term is hereinafter defined) of
         15% or more of the Common Shares of the Company then outstanding but
         shall not include an Exempt Person (as such term is hereinafter
         defined). Notwithstanding the foregoing, no Person shall become an
         "Acquiring Person" due to such Person becoming the Beneficial Owner of
         15% or more of the Common Shares as a result of the issuance by the
         Company of Common Shares to such Person in consideration for the sale,
         contribution, conveyance, transfer, assignment or delivery of property,
         services or other assets by such Person to the Company. Notwithstanding
         the first sentence of this Section 1.1,

                  (i) no Person shall become an "Acquiring Person" as the result
                  of an acquisition of Common Shares or 8% Preferred Shares by
                  the Company which, by reducing the number of shares
                  outstanding, increases
                  the proportionate number of shares beneficially owned by such
                  Person to 15% or more of the Common Shares of the Company then
                  outstanding,

                  (ii) no Person shall become an "Acquiring Person" as the
                  result of the acquisition of Common Shares or 8% Preferred
                  Shares from an individual who, on the date of this Agreement,
                  is the Beneficial Owner of 15% or more of the Common Shares if
                  such Common Shares or 8% Preferred Shares are received upon
                  that individual's death pursuant to that individual's will or
                  pursuant to a charitable trust created by that individual for
                  estate planning purposes,

                  (iii) no Person shall become an "Acquiring Person" as the
                  result of the beneficial ownership of (A) Common Shares
                  beneficially owned by such Person on the date hereof unless
                  such Person becomes, after the date hereof, the Beneficial
                  Owner of an additional 1% or more of the Common Shares
                  outstanding or (B) Common Shares beneficially owned as the
                  result of stock dividends, subdivisions or similar
                  transactions with respect to Common Shares or 8% Preferred
                  Shares; provided, however, that if a Person shall become the
                  Beneficial Owner of 15% or more of the Common Shares of the
                  Company then outstanding solely by reason of share purchases
                  by the Company or by reason of shares received upon an
                  individual's death as aforesaid and shall thereafter become
                  the Beneficial Owner of one or more additional Common Shares
                  of the Company (other than pursuant to a dividend or
                  distribution paid or made by the Company on the outstanding
                  Common Shares in Common Shares or on the outstanding 8%
                  Preferred Shares in 8% Preferred Shares or pursuant to a split
                  or subdivision of the outstanding Common Shares or 8%
                  Preferred Shares), then such Person shall be deemed to be an
                  "Acquiring Person" unless upon becoming the Beneficial Owner
                  of such additional Common Shares such Person does not
                  beneficially own 15% or more of the Common Shares then
                  outstanding,

                  (iv) Isaac Perlmutter shall not become or be deemed an
                  "Acquiring Person" as a result of (x) the issuance to Isaac
                  Perlmutter of warrants to purchase Common Stock pursuant to
                  the Warrant Agreement, dated as of November 30, 2001, between
                  the Company and Isaac Perlmutter or the acquisition of
                  beneficial ownership by Isaac Perlmutter of any shares of
                  Common Stock issued or issuable pursuant to that warrant
                  agreement or (y) the issuance to Isaac Perlmutter of options
                  to purchase Common Stock pursuant to the Employment Agreement,
                  dated as of November 30, 2001, between the Company and Isaac
                  Perlmutter or the acquisition of beneficial ownership of any
                  shares of Common Stock issued or issuable pursuant to those
                  options, and

                  (v) No stockholder of the Company who is a party to that
                  certain Voting Agreement dated as of November 30, 2001 by and
                  among the Company, Avi Arad, Isaac Perlmutter, Morgan Stanley
                  & Co. Incorporated, and Whippoorwill Associates shall become
                  or be deemed, whether individually or in combination with any
                  other stockholder who is a party thereof, an "Acquiring
                  Person" solely by virtue of their execution of such agreement.

2.       EFFECTIVE DATE. This Amendment shall be effective immediately.

3.       Original Document. The terms of the Rights Agreement shall remain in
full force and effect without modification or amendment except as expressly set
forth herein.

4.       COUNTERPARTS. This Amendment may be executed in any number of
counterparts (including by facsimile transmission), and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute one and the same instrument.

                           [SIGNATURE PAGE TO FOLLOW]



<PAGE>










     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, as of the date first above written.



                             MARVEL ENTERPRISES, INC.


                             By: /s/ F. Peter Cuneo
                             Name: F. Peter Cuneo
                             Title:   President and Chief Executive Officer



                             AMERICAN STOCK TRANSFER & TRUST COMPANY



                             By: /s/ Herbert J. Lemmer
                             Name: Herbert J. Lemmer
                             Title:   Vice President