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                                                                  Execution Copy

                                WAIVER AGREEMENT

     This WAIVER AGREEMENT,  dated as of May 14, 2001 (the "Waiver  Agreement"),
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,  the  Second  Amendment  dated as of June 1, 2000 and the Third  Amendment
dated as of August 9, 2000 (the "Credit Agreement").

         (2)  Pursuant  to the Credit  Agreement,  the Issuer has issued for the
account  of  the  Borrower   certain  Letters  of  Credit  which  are  currently
outstanding  in the  aggregate  face  amount of  $17,547,333.53,  as more  fully
described on Schedule 1 hereto (the "Outstanding LC's").

         (3) Certain  Events of Default have occurred and are  continuing  under
the  Credit  Agreement  and the  Borrower  has  requested  that the  Agent,  the
Collateral  Agent, the Issuer and the Lenders waive such Events of Default.  The
Agent,  the  Collateral  Agent,  the Issuer and the Lenders are willing to waive
such Events of Default, but only on the terms and conditions set forth herein.

         NOW,  THEREFORE,  in consideration of the premises,  the parties hereto
agree as follows:

     SECTION 1. Definitions.  Unless otherwise defined herein, the terms defined
in the Credit  Agreement are used herein as therein  defined,  and the following
terms shall have the following meanings:

               "Copyright  Security  Agreement"  means  the  Copyright  Security
          Agreement,   dated  as  of  May  14,  2001  among  the  Borrower,  the
          Guarantors,  and the  Collateral  Agent  substantially  in the form of
          Exhibit A hereto, as amended from time to time.

               "Effective  Date"  means the first  date on which the  conditions
         precedent  specified  in  Section 5 shall  have been  satisfied  or the
         satisfaction  thereof  shall have been  waived in  accordance  with the
         terms hereof.

               "IP  Collateral"  means,  collectively,  all of the Collateral as
          defined in each of the Copyright  Security Agreement and the Trademark
          Security Agreement.

               "IP Security  Documents" means the Copyright  Security  Agreement
          and the Trademark Security Agreement and any instruments of assignment
          or other instruments or agreements executed pursuant to the foregoing.

<PAGE>

               "Specified  Events of  Default"  means (a) each  Event of Default
          which has occurred or which may occur under Section 5.13, 5.14 or 5.15
          of the Credit  Agreement and (b) the  Borrower's  and the  Guarantors'
          failure to comply with Section 9(B) of the Security  Agreement,  which
          requires  that all  proceeds of any  Collateral  (including  all cash,
          checks,  drafts,  money  orders  and  other  payments  in  respect  of
          Accounts)  shall,  within  one  (1)  Business  Day of  receipt  by the
          Borrower or a Guarantor, be deposited into a Blocked Account.

               "Termination  Date" means the date of  occurrence  of an event of
          termination as provided in Section 3.

               "Trademark  Security  Agreement"  means  the  Trademark  Security
          Agreement,   dated  as  of  May  14,  2001  among  the  Borrower,  the
          Guarantors,  and the  Agent  substantially  in the form of  Exhibit  B
          hereto as amended from time to time.

     SECTION 2. Waiver.  Subject to the terms and conditions  hereof, the Agent,
the  Collateral  Agent,  the Issuer and the  Lenders  hereby  agree to waive the
Specified  Events of Default,  whether now  existing or occurring in the future;
provided,  however,  that the  foregoing  waiver will be of no further  force or
effect,  and the Agent, the Collateral Agent, the Issuer and the Lenders will be
entitled  to  exercise  all of  their  rights  and  remedies  under  the  Credit
Agreement,  the other Loan Documents and applicable  law, upon the occurrence of
the Termination  Date. The foregoing waiver is not and shall not be construed as
an amendment, waiver or modification of the Credit Agreement except as expressly
provided herein.

     SECTION  3.  Events  of  Termination.  Upon  the  occurrence  of any of the
following events:

          (a) the Borrower or any Guarantor  shall default in the  observance or
     performance  of  any  agreement  or  covenant   contained  in  this  Waiver
     Agreement; or

          (b) the  occurrence  of a Default or Event of Default  (other than the
     Specified Events of Default);

then, and in any such event, the waiver provided in Section 2 shall  immediately
and automatically terminate and have no force or effect.

     SECTION     4.      Representations,      Warranties     and     Covenants.


          (a) Each of the Borrower and the  Guarantors  represents  and warrants
     that the  execution  and delivery by each of them of this Waiver  Agreement
     and each IP Security  Document and the  performance by each such Obligor of
     its  obligations  hereunder and thereunder have been duly authorized by all
     necessary  corporate,  partnership or limited  liability company action, as
     applicable,  require no action by or in  respect  of, or filing  with,  any
     governmental body, agency or official (except for any such action or filing
     that has been taken and is in full force and effect) and do not contravene,
     or  constitute  a  default  under,  any  provision  of  applicable  law  or
     regulation or of the certificate or articles of  incorporation,  by-laws or
     other constitutional document of such Obligor or of any material agreement,
     judgment,  injunction,  order,  decree or other material instrument binding
     upon such  Obligor or result in the creation or  imposition  of any Lien on
     any property or assets of such Obligor other than Liens created pursuant to
     the Collateral Documents and the IP Security Documents.

                                        2

<PAGE>

          (b) Each of the Borrower and the  Guarantors  represents  and warrants
     that this Waiver  Agreement  and each IP Security  Document  have each been
     duly  executed and  delivered by such Obligor and  constitutes  a valid and
     binding  agreement of such Obligor,  in each case enforceable in accordance
     with its terms.

          (c) Each of the Borrower and the  Guarantors  represents  and warrants
     that (i) except for the Specified Events of Default, no Default or Event of
     Default has occurred and is continuing  under any of the Loan Documents and
     (ii) all  representations and warranties of the Borrower and the Guarantors
     contained  in the  Loan  Documents  are true and  correct  in all  material
     respects  with the  same  effect  as if made on and as of the date  hereof,
     except that Section 4.19 of the Credit Agreement shall be deemed to exclude
     the Specified Events of Default.

          (d) Each of the Borrower and the  Guarantors  represents  and warrants
     that:  (i) Schedule 2 sets forth the names of all the  Subsidiaries  of the
     Borrower  on the date  hereof;  (ii) Part A of  Schedule  3 sets  forth the
     addresses  of the chief  executive  offices of the Borrower and each of the
     Guarantors  and Part B of Schedule 3 sets forth the  addresses of all other
     U.S. places of business of the Borrower and each of the  Guarantors;  (iii)
     Schedule 4 sets forth all of the locations  (other than locations listed on
     Schedule 3) where the Borrower or any Guarantor  maintains books or records
     relating  to any  Accounts;  (iv)  Schedule  5 sets  forth  all of the U.S.
     locations  (other  than  locations  listed  on  Schedule  3 or 4) where the
     Borrower or any  Guarantor  maintains  any  Inventory;  (v) Schedule 6 sets
     forth the names and  addresses  of all Persons  other than the Borrower and
     the  Guarantors  who have (or at any time in the past four months have had)
     possession of any of the  Borrower's  or any  Guarantor's  Inventory;  (vi)
     Schedule 7 sets forth the name and  location  of each  bailee  with whom or
     where  Inventory  has been lodged at any time during the past four  months;
     and (vii)  Schedule  8 sets  forth all of the  names and  locations  of the
     financial  institutions at which the Borrower or any Guarantor maintains an
     Operating Account (as defined in the Security Agreement).

          (e) The Borrower agrees that on the last Domestic Business Day of each
     month,  commencing  on the last  Domestic  Business  Day of June 2001,  the
     Borrower shall pay to the Agent an amount in cash in immediately  available
     funds equal to at least  $1,000,000  to be held by the Agent in the General
     Collateral   Account  to  secure  the  payment  of  any  LC   Reimbursement
     Obligations arising from amounts drawn under the Outstanding LC's.

          (f) The  Borrower  agrees that on or before  November  30,  2001,  the
     Borrower shall either (a) pay to the Agent an amount in cash in immediately
     available  funds equal to (i) 105% of the  Aggregate LC Exposure  less (ii)
     the amount of cash collateral  already on deposit in the General Collateral
     Account,  to be held by the  Agent in the  General  Collateral  Account  to
     secure the payment of all LC Reimbursement Obligations arising from amounts
     drawn under the Outstanding LC's or (b) obtain for the benefit of the Agent
     on  behalf  of the  Lenders  a letter  of  credit,  in form  and  substance
     satisfactory  to the  Agent,  in a face  amount  equal  to (i)  105% of the
     Aggregate LC Exposure less (ii) the amount of cash collateral on deposit in
     the General  Collateral  Account,  which letter of credit (x) shall have an
     expiry  date not earlier  than the date 30 days after the final  expiration
     date of the  Outstanding LC having the latest  expiration  date, and (y) be
     available  for drawing by the Agent to reimburse the Issuer and the Lenders
     in respect of any LC Reimbursement  Obligations  arising from amounts drawn
     under the Outstanding LC's.

                                        3

<PAGE>

          (g) The  Borrower  acknowledges  and  agrees  that  (i) as of the date
     hereof,   the   aggregate   amount  of  the   Commitments   is  reduced  to
     $17,547,333.53  and (ii) from and after the date hereof, the Borrower shall
     have no right to  request,  and the  Lenders  and the  Issuer  shall not be
     obligated to make, issue or renew, as the case may be, any Loans or Letters
     of Credit; provided, however, that after the Effective Date the Issuer will
     issue at the request of the Borrower a new Letter of Credit in  replacement
     of that  certain  Letter of Credit in favor of HSBC Bank USA, as more fully
     described on Schedule 1 hereto.  Such replacement Letter of Credit (i) will
     have a stated  expiry date not later than the fifth  Domestic  Business Day
     before the Termination Date (as defined in the Credit Agreement), (ii) will
     not be  renewable  and  (iii)  will  otherwise  have  the  same  terms  and
     conditions  as the existing  Letter of Credit,  with such changes as may be
     mutually agreeable to the Issuer, Borrower and HSBC Bank USA.

          (h) The Borrower  hereby agrees that,  from and after the date hereof,
     and until such time as the  requirements  of paragraph  (f) above have been
     satisfied in full, the LC Fee Rate applicable to the Outstanding LC's shall
     be increased by 2.0% per annum.

          (i) From and after the date hereof the Borrower  shall comply with the
     requirements of Section  5.01(g)(ii) of the Credit Agreement  providing for
     the  delivery to the Lenders of a Borrowing  Base  Management  Report on or
     prior to Wednesday  of each  calendar  week (or if such  Wednesday is not a
     Domestic Business Day, the next succeeding Domestic Business Day).

          (j) The Borrower  acknowledges and agrees that upon the earlier of (i)
     the  occurrence  of an Event of Default  and (ii) the date which is 90 days
     after  the   Effective   Date,  if  the  Borrower  has  not  satisfied  the
     requirements  of paragraph (f) above in full on or prior to such date,  the
     Agent will engage at the Borrower's  expense,  an appraiser (such appraiser
     to be chosen by the Collateral  Agent in its sole  discretion from the list
     set  forth  on  Schedule  9  hereto)  to  perform  an  appraisal  of the IP
     Collateral and the Borrower will cooperate with such appraiser by providing
     to it all  documents,  analyses,  information  and other  materials  in the
     possession  of or  reasonably  available  to  the  Borrower  or  any of its
     Subsidiaries pertaining to the IP Collateral.

         This Waiver Agreement  constitutes a Loan Document under and as defined
in the Credit Agreement,  the Collateral  Documents and each other Loan Document
and each IP Security  Document  constitutes a Collateral  Document  under and as
defined in the Credit Agreement and each other Loan Document. The failure of any
of the representations and warranties  contained in paragraphs (a), (b), (c) and
(d) above to be true and correct in all material  respects  will  constitute  an
Event of Default under Section 6.01(d) of the Credit  Agreement,  the failure of
the Borrower or any Guarantor to comply with any of the agreements  contained in
paragraphs  (e),  (f) and (j) above will  constitute  an Event of Default  under
Section  6.01(b) of the Credit  Agreement  and the  failure of the  Borrower  to
comply with the  requirements of paragraph (i) above will constitute an Event of
Default under Section  6.01(c) of the Credit  Agreement,  provided that the cure
period referred to in Section 6.01(c) of the Credit Agreement will be reduced to
seven (7) days with respect to such Event of Default.

                                        4

<PAGE>

     SECTION 5. Conditions to  Effectiveness.  The  effectiveness of this Waiver
Agreement  shall be subject to the prior or concurrent  satisfaction  of each of
the conditions precedent set forth in this Section 5.

          (a) Receipt by the Agent of counterparts of this Waiver Agreement duly
     executed and  delivered by the  Borrower,  each  Guarantor and the Required
     Lenders.

          (b) The  representations  and warranties set forth in Section 4 hereof
     shall, in each case, be true and correct in all respects.

          (c) No Default or Event of Default, other than the Specified Events of
     Default, shall have occurred and be continuing.

          (d) The  Agent  shall  have  received  counterparts  of the  Copyright
     Security  Agreement and the Trademark Security Agreement executed on behalf
     of each Obligor which is a party  thereto,  together with all documents and
     instruments,   including,  without  limitation,   Uniform  Commercial  Code
     financing  statements and documents in proper form for recordation with the
     United States Patent and Trademark  Office and the United States  Copyright
     Office,  required by law or reasonably  requested by the Agent to be filed,
     registered or recorded to create or perfect the security interests intended
     to be created under the IP Security Documents.

          (e) The  Borrower  shall  have  paid to the Agent an amount in cash in
     immediately  available  funds equal to at least  $2,000,000  (including any
     amount currently on deposit in the General  Collateral  Account on the date
     hereof) to be held by the Agent in the General Collateral Account to secure
     the payment of any LC Reimbursement  Obligations arising from amounts drawn
     under the Outstanding LC's.

          (f) All  documents  executed  or  submitted  pursuant  hereto by or on
     behalf of the  Borrower or any of its  Subsidiaries  or any other  Obligors
     shall be reasonably satisfactory in form and substance to the Agent and its
     counsel; and the Agent and its counsel shall have received all information,
     approvals,  opinions,  documents or instruments as the Agent or its counsel
     may have reasonably requested.

     SECTION 6. Continuing  Effect of the Credit Agreement.  The Borrower,  each
Guarantor,  the Agent,  the Collateral  Agent, the Issuer and each Lender hereby
acknowledge  and agree that the Credit  Agreement shall continue to be and shall
remain  unchanged  and in full  force and effect in  accordance  with its terms,
except as expressly waived or modified hereby.

                                        5

<PAGE>

     SECTION 7. No  Limitation  on Remedies.  The  Borrower  and each  Guarantor
hereby  acknowledge  and agree  that,  upon the  Termination  Date,  the  waiver
provided in Section 2 hereof  shall become of no force and effect and the Agent,
the  Collateral  Agent,  the Issuer and the Lenders shall be free, in accordance
with  the  Credit  Agreement  and the  other  Loan  Documents,  to  declare  the
Obligations to be due and payable and to exercise and enforce,  or to take steps
to exercise and  enforce,  all other  rights,  powers,  privileges  and remedies
available  to them  under the  Credit  Agreement,  any other  Loan  Document  or
applicable  law on account  of the  Specified  Events of  Default  (or any other
Default or Event of Default) as if this Waiver  Agreement  had not been  entered
into by the parties hereto.

     SECTION  8. No  Waiver;  Other  Defaults  or  Events  of  Default.  Nothing
contained  in this Waiver  Agreement  shall be construed  or  interpreted  or is
intended as a waiver of or  limitation  on any  rights,  powers,  privileges  or
remedies that the Agent, the Collateral Agent, the Issuer or the Lenders have or
may have under the Credit Agreement or any other Loan Document on account of any
Event of Default (other than the Specified Events of Default).

     SECTION 9.  Payment of Fees and  Expenses.  The  Borrower  agrees to pay or
reimburse the Agent promptly  after demand for all its reasonable  out-of-pocket
costs and expenses  incurred in connection with the preparation and execution of
this Waiver Agreement,  including,  without limitation,  the reasonable fees and
disbursements of counsel to the Agent.

     SECTION  10.  Counterparts.  This Waiver  Agreement  may be executed by the
parties  hereto  in any  number  of  separate  counterparts,  and  all  of  said
counterparts  taken  together  shall be  deemed to  constitute  one and the same
instrument.

     SECTION  11.  GOVERNING  LAW.  THIS  WAIVER  AGREEMENT  AND THE  RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS WAIVER AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE  WITH, THE LAW OF THE STATE OF NEW YORK,
INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

     SECTION 12.  Reservation of Rights.  Notwithstanding  anything contained in
this  Waiver  Agreement  to  the  contrary,  the  Borrower  and  each  Guarantor
acknowledges that the Agent and the Lenders do not waive, and expressly reserve,
the right to exercise,  at any time after the date hereof,  any and all of their
rights and  remedies  under the Credit  Agreement,  any other Loan  Document and
applicable  law in  respect of any  Default  or Event of Default  other than the
Specified Events of Default.

     SECTION 13.  Consent of Guarantors.  Each Guarantor  hereby (i) consents to
the transactions  contemplated  hereby and (ii) acknowledges and agrees that the
guarantees (and all security therefor) contained in the Credit Agreement and the
Collateral  Documents  are,  and shall  remain,  in full force and effect  after
giving effect to this Waiver Agreement and all other prior  modifications to the
Credit Agreement.

SECTION 14.       Releases; Indemnities.

          (a) In further  consideration of the Agent's,  the Collateral Agent's,
     the  Issuer's  and the Lenders'  execution  of this Waiver  Agreement,  the

                                        6

<PAGE>

     Borrower and each of the Guarantors (collectively,  the "Releasors") hereby
     release the Agent, the Collateral Agent, the Issuer,  the Lenders and their
     direct and indirect stockholders and other affiliates, officers, employees,
     directors  and  agents  (collectively,  the  "Releasees")  from any and all
     claims, demands, liabilities, responsibilities,  disputes, causes of action
     (whether at law or in equity) and  obligations of every nature  whatsoever,
     whether liquidated or unliquidated, known or unknown, matured or unmatured,
     fixed or contingent  (collectively,  the "Claims") that the Borrower or any
     other Releasor may have against Releasees,  arising from or relating to any
     actions or  inactions  of  Releasees  on or prior to the date  hereof  with
     respect  to the Credit  Agreement,  any of the other  Loan  Documents,  the
     Obligations,  the Collateral,  any other property securing the Obligations,
     or this Waiver  Agreement,  including  any action  taken by any Releasee to
     enforce its rights or remedies,  including  any right of set-off or similar
     remedy hereafter undertaken.  For purposes of the release contained in this
     paragraph, the terms "Borrower" and "Guarantors" shall also include each of
     their respective successors and assigns, including, without limitation, any
     trustee,  receiver  or other  representative  acting  on behalf of any such
     person.

          (b) The Borrower and the  Guarantors  agree that their  obligations to
     indemnify and hold Releasees  harmless as set forth in Section 10.03 of the
     Credit  Agreement  shall  include  any  and all  liabilities,  obligations,
     losses,   penalties,   actions,   judgments,   suits,  costs,  expenses  or
     disbursements of any kind or nature  whatsoever  incurred by Releasees,  or
     any of them, whether direct,  indirect or consequential,  as a result of or
     arising from or relating to any  proceeding  by or on behalf of any person,
     including,  without  limitation,  present  or former  officers,  directors,
     agents,  trustees,  creditors,  partners or shareholders of the Borrower or
     any of the Guarantors, whether threatened or initiated, asserting any claim
     or legal or equitable  remedy under any statute,  regulation  or common law
     principle,  arising  from  or  relating  to the  negotiation,  preparation,
     execution,  delivery,  performance,  administration and enforcement of this
     Waiver Agreement or any other document or instrument executed in connection
     herewith.  The foregoing indemnity shall survive the payment in full of the
     Obligations and the Credit Agreement.

                                        7

<PAGE>

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Waiver
Agreement to be duly executed and delivered by their proper and duly  authorized
officers as of the date first above written.

                               MARVEL ENTERPRISES, INC.,
                                       as Borrower

                               By      /s/
                                      ---------------------------
                                      Name  Allen S. Lipson
                                      Title Executive Vice President, Business

                                            & Legal Affairs

                               MARVEL ENTERTAINMENT GROUP, INC.,
                                       as Guarantor

                               By       /s/
                                      -----------------------------
                                      Name  Allen S. Lipson
                                      Title    Vice President

                               MEI HOLDING COMPANY S CORP.,
                                       as Guarantor

                               By       /s/
                                      --------------------------
                                      Name  Allen S. Lipson
                                      Title    Vice President

                               MEI HOLDING COMPANY F CORP.,
                                       as Guarantor

                               By       /s/
                                      ---------------------------
                                      Name  Allen S. Lipson
                                      Title    Vice President

                                        8

<PAGE>

                               MARVEL CHARACTERS, INC.,
                                       as Guarantor

                               By       /s/
                                      --------------------------
                                      Name  Allen S. Lipson
                                      Title    Vice President

                               MARVEL RESTAURANT VENTURE CORP.,
                                       as Guarantor

                               By       /s/
                                      --------------------------
                                      Name  Allen S. Lipson
                                      Title    Vice President

                             MRV, INC., as Guarantor

                               By       /s/
                                      -------------------------
                                      Name  Allen S. Lipson
                                      Title    Vice President

                               CITIBANK, N.A., as Agent and Collateral Agent


                               By       /s/
                                      --------------------------
                                      Name: Miles D. McManus
                                      Title: Vice President

                               CITIBANK, N.A., as Issuer

                               By      /s/
                                      -------------------------
                                      Name: Miles D. McManus
                                      Title: Vice President

                                        9

<PAGE>

                               CITIBANK, N.A., as Lender


                               By       /s/
                                      --------------------------
                                      Name: Miles D. McManus
                                      Title: Vice President

                               HELLER FINANCIAL, INC., as Lender


                               By       /s/
                                      --------------------------
                                      Name   Tara Urobel
                                      Title  Vice President

                             AMSOUTH BANK, as Lender

                               By

                                      ---------------------------
                                      Name
                                      Title

                                       10


Schedule 1  Outstanding LC's
Schedule 2  Subsidiaries
Schedule 3  Chief Executive Offices
Schedule 4  Location of Books and Records
Schedule 5  U.S. Locations of Inventory
Schedule 6  Persons who have possession of Inventory
Schedule 7  Bailees
Schedule 8  Operating Accounts
Schedule 9  List of Appraisers

The schedules shall be funished supplementary to the Commission upon request.

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