Trademark Security Agreement - Marvel Enterprises Inc. and Citibank NA
Execution Copy
TRADEMARK SECURITY AGREEMENT
This SECURITY AGREEMENT (this "Security Agreement"), dated as of May 14,
2001, made by MARVEL ENTERPRISES, INC., a Delaware corporation (the "Borrower")
and the GUARANTORS party hereto (the "Guarantors"), in favor of CITIBANK, N.A.,
as Collateral Agent (the "Collateral Agent") for the several lenders (the
"Lenders") from time to time parties to the Credit Agreement (as defined below).
The Borrower and the Guarantors are sometimes referred to herein individually as
a "Grantor" and collectively as the "Grantors."
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to a Credit Agreement dated as of April 1, 1999, as
amended on each of March 21, 2000, June 1, 2000 and August 9, 2000 (the "Credit
Agreement"), among the Borrower, the Guarantors, the Lenders, the Agent, the
Collateral Agent and the Issuer, the Lenders have severally agreed to make loans
to, and the Issuer has agreed to issue and certain of the other Lenders have
agreed to participate in letters of credit for the account of, the Borrower upon
the terms and subject to the conditions set forth therein;
WHEREAS, 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 in the
Waiver Agreement dated as of the date hereof among the Borrower, the Guarantors,
the Agent, the Collateral Agent, the Issuer and the Lenders (the "Waiver
Agreement"); and
WHEREAS, the execution and delivery of this Security Agreement is a
condition precedent to the effectiveness of the Waiver Agreement;
NOW, THEREFORE, in consideration of the premises and to induce the Lenders,
the Agent, the Collateral Agent and the Issuer to enter into the Waiver
Agreement, the Borrower and the Guarantors hereby agree with the Collateral
Agent, for the ratable benefit of the Lenders and the Issuer, as follows:
ARTICLE I
SECURITY INTERESTS
1.1 Grant of Security Interest. (a) As collateral security for the prompt
and complete payment and performance when due (whether at the stated maturity,
by acceleration or otherwise) of the Obligations, each Grantor hereby grants to
the Collateral Agent for the ratable benefit of the Lenders a continuing
security interest in all of the right, title and interest of such Grantor in, to
and under (i) all Trademarks and Trademark Licenses, whether now existing or
hereafter from time to time acquired; and (ii) all Proceeds and Products thereof
(all of the above, collectively, the "Collateral").
<PAGE>
(b) The security interest of the Collateral Agent under this Security
Agreement extends to all Collateral of the kind which is the subject of this
Security Agreement which any Grantor may acquire at any time during the
continuation of this Security Agreement.
ARTICLE II
SPECIAL PROVISIONS CONCERNING TRADEMARKS
2.1 Rights of Collateral Agent and Lenders; Limitations on Collateral
Agent's and Lenders' Obligations. (a) (a) Each Grantor Remains Liable under
Trademark Licenses. Anything herein to the contrary notwithstanding and so long
as such Grantor is the owner of such Trademark License, each Grantor shall
remain liable under each of the Trademark Licenses to which it is a party to
observe and perform all the material conditions and obligations to be observed
and performed by it thereunder, all in accordance with the terms of any
agreement giving rise to each such Trademark License. Neither the Collateral
Agent nor any Lender shall have any obligation or liability under any Trademark
License by reason of or arising out of this Security Agreement or the receipt by
the Collateral Agent or any Lender of any payment relating to such Trademark
License pursuant hereto, nor shall the Collateral Agent or any Lender be
obligated in any manner to perform any of the obligations of such Grantor under
or pursuant to any Trademark License, to make any payment, to make any inquiry
as to the nature or the sufficiency of any payment received by it or as to the
sufficiency of any performance by any party under any Trademark License, to
present or file any claim, to take any action to enforce any performance or to
collect the payment of any amounts which may have been assigned to it or to
which it may be entitled at any time or times.
(b) Notice to Contracting Parties. At any time after an Event of Default
has occurred and so long as such Event of Default shall be continuing, upon the
request of the Collateral Agent each Grantor shall, and the Collateral Agent may
(with concurrent notice to such Grantor thereof), notify parties to the
Trademark Licenses to which it is a party that the Trademark Licenses have been
assigned to the Collateral Agent for the ratable benefit of the Lenders and that
payments in respect thereof shall be made directly to the Collateral Agent. At
any time after an Event of Default shall have occurred and be continuing, the
Collateral Agent may in its own name or in the name of others communicate with
parties to the Trademark Licenses to verify with them to its satisfaction the
existence, amount and terms thereof.
2.2 Representations and Warranties. Each Grantor hereby represents and
warrants that: (a) Schedule I hereto sets forth all United States registered
Trademarks owned by such Grantor in its own name as of the date hereof; (b) to
the best knowledge of the Grantors, except as set forth on Schedule I, each
United States registered Trademark having material economic value (each, a
"Material Trademark" and collectively, the "Material Trademarks") is valid,
subsisting, unexpired and enforceable and has not been abandoned; (c) to such
Grantor's knowledge, no holding, decision or judgment has been rendered by any
Governmental Authority with respect to any Material Trademark which would limit,
cancel or question the validity of any Material Trademark; and (d) except as set
forth on Schedule I, no action or proceeding is pending or, to the best
knowledge of the Grantors, threatened (x) seeking to limit, cancel or question
2
<PAGE>
the validity of any Material Trademark or the applicable Grantor's ownership
thereof, or (y) which, if adversely determined, would have a material adverse
effect on the value of any Material Trademark.
2.3 Covenants. Each Grantor covenants and agrees with the Collateral Agent
and the Lenders that, from and after the date of this Security Agreement until
the Obligations are paid in full, the Commitments are terminated and either no
Letters of Credit are outstanding or each outstanding Letter of Credit has been
cash collateralized or supported by a third-party letter of credit as required
pursuant to the Waiver Agreement:(a) (a) each Grantor (either itself or through
licensees) will, with respect to any Material Trademark, (i) continue to use
each Trademark as reflected in its current catalogs, brochures and price lists
in order to maintain such Trademark in full force free from any claim of
abandonment for non-use, (ii) maintain as in the past the quality of products
and services offered under such Trademark, (iii) use reasonable efforts to
employ such Trademark with the appropriate notice of registration, (iv) not
adopt or use any mark which is confusingly similar or a colorable imitation of
such Trademark unless within 45 days after such use or adoption the Collateral
Agent, for the ratable benefit of the Lenders, shall obtain a perfected security
interest in such mark pursuant to this Security Agreement, and (v) not (and use
commercially reasonable efforts to not permit any licensee or sublicensee
thereof to) do any act or knowingly omit to do any act whereby any Trademark may
become invalidated.
(b) Each Grantor will notify the Collateral Agent and the Lenders promptly
if it knows, or has reason to know, that any application or registration
relating to any Material Trademark may become abandoned or dedicated, or of any
adverse determination or material development (including, without limitation,
the institution of, or any such determination or development in, any proceeding
in the United States Patent and Trademark Office or any court or tribunal in the
United States) regarding such Grantor's ownership of any Material Trademark or
its right to register the same or to keep and maintain the same.
(c) Whenever any Grantor, either by itself or through any agent, employee,
licensee or designee, shall file for the registration of any Material Trademark
with the United States Patent and Trademark Office, such Grantor shall report
such filing to the Collateral Agent and the Lenders within five Business Days
after the last day of the fiscal quarter in which such filing occurs. Upon
request of the Collateral Agent, such Grantor shall execute and deliver any and
all agreements, instruments, documents, and papers as the Collateral Agent may
reasonably request to evidence the Collateral Agent's and the Lenders' security
interest in any Material Trademark and the goodwill and general intangibles of
such Grantor relating thereto or represented thereby, and such Grantor hereby
appoints and constitutes the Collateral Agent its attorney-in-fact, in the event
such Grantor fails to timely do so, to execute and file all such writings for
the foregoing purposes, all acts of such attorney being hereby ratified and
confirmed. The foregoing power of attorney is coupled with an interest and shall
be irrevocable until the Obligations are paid in full, the Commitments are
terminated and no Letters of Credit are outstanding.
(d) Each Grantor shall maintain each registration of Material Trademarks,
including, without limitation, filing of applications for renewal, affidavits of
use and affidavits of incontestability when appropriate.
3
<PAGE>
(e) In the event that any Material Trademark included in the Collateral is
infringed, misappropriated or diluted by a third party in a manner that
materially adversely effects the economic value of such Material Trademark, the
applicable Grantor shall promptly notify the Collateral Agent and the Lenders
after it learns thereof and shall promptly take such actions as it reasonably
deems appropriate under the circumstances to protect such Material Trademark,
including, where appropriate, to sue for infringement, misappropriation or
dilution, to seek injunctive relief where appropriate and to recover any and all
damages for such infringement, misappropriation or dilution, except where such
action would be of negligible value, economic or otherwise.
2.4 Collateral Agent's Appointment as Attorney-in-Fact. Each Grantor hereby
irrevocably constitutes and appoints the Collateral Agent and any officer or
agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and
stead of such Grantor and in the name of such Grantor or in its own name, from
time to time after the occurrence, and during the continuation, of an Event of
Default in the Collateral Agent's discretion, for the purpose of carrying out
the terms of this Security Agreement, to take any and all appropriate action and
to execute any and all documents and instruments which may be necessary or
desirable to accomplish the purposes of this Security Agreement, and, without
limiting the generality of the foregoing, each Grantor hereby gives the
Collateral Agent the power and right, on behalf of such Grantor, without notice
to or assent by such Grantor, to do the following:
(a) in the name of such Grantor or its own name, or otherwise, to take
possession of and indorse and collect any checks, drafts, notes, acceptances or
other instruments for the payment of moneys due under any Trademark License or
with respect to any other Collateral and to file any claim or to take any other
action or proceeding in any court of law or equity or otherwise deemed
appropriate by the Collateral Agent for the purpose of collecting any and all
such moneys due under any Trademark License or with respect to any other
Collateral whenever payable;
(b) to pay or discharge taxes and Liens levied or placed on or threatened
against the Collateral, provided that if such taxes are being contested in good
faith and by appropriate proceedings, the Collateral Agent and the Lenders will
consult with such Grantor before making any such payment; and
(c) (i) to direct any party liable for any payment under any of the
Collateral to make payment of any and all moneys due or to become due thereunder
directly to the Collateral Agent or as the Collateral Agent shall direct; (ii)
to ask or demand for, collect, receive payment of and receipt for, any and all
moneys, claims and other amounts due or to become due at any time in respect of
or arising out of any Collateral; (iii) to commence and prosecute any suits,
actions or proceedings at law or in equity in any court of competent
jurisdiction to collect the Collateral or any thereof and to enforce any other
right in respect of any Collateral; (iv) to defend any suit, action or
proceeding brought against such Grantor with respect to any Collateral; (v) to
settle, compromise or adjust any suit, action or proceeding described in clause
(iv) above upon reasonable terms and, in connection therewith, to give such
discharges or releases as the Collateral Agent may deem reasonably appropriate;
(vi) to assign any Trademark (along with the goodwill of the business to which
any such Trademark pertains)throughout the world for such term or terms, on such
conditions, and in such manner, as the Collateral Agent shall in its reasonable
discretion determine; and (vii) generally, to sell, transfer, pledge and make
any agreement with respect to or otherwise deal with any of the Collateral as
fully and completely as though the Collateral Agent were the absolute owner
thereof for all purposes, and to do, at the Collateral Agent's option and such
Grantor's expense, at any time, or from time to time, all acts and things which
the Collateral Agent reasonably deems necessary to protect, preserve or realize
upon the Collateral and the Collateral Agent's and the Lenders' Liens thereon
4
<PAGE>
and to effect the intent of this Security Agreement, all as fully and
effectively as such Grantor might do. Notwithstanding anything to the contrary
contained herein, the Collateral Agent shall give such Grantor not less than ten
days prior written notice of the time and place of any sale or other intended
disposition of any of the Collateral.
Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause
to be done by virtue hereof. This power of attorney is a power coupled with an
interest and shall be irrevocable.
2.5 Remedies. If an Event of Default shall occur and be continuing, the
Collateral Agent on behalf of the Lenders may exercise, in addition to all other
rights and remedies granted to them in this Security Agreement and in any other
instrument or agreement securing, evidencing or relating to the Obligations, all
rights and remedies of a secured party under the Code (whether or not in effect
in the jurisdiction where such rights are exercised). Without limiting the
generality of the foregoing, the Collateral Agent, without demand of performance
or other demand, presentment, protest, advertisement or notice of any kind
(except any notice provided herein or as may be required by law referred to
below) to or upon any Grantor or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived), may in such
circumstances forthwith collect, receive, appropriate and realize upon the
Collateral, or any part thereof, and/or may forthwith sell, assign, give an
option or options to purchase, or otherwise dispose of and deliver the
Collateral or any part thereof (or contract to do any of the foregoing), in one
or more parcels at public or private sale or sales, at any exchange, broker's
board or office of the Collateral Agent or any Lender or elsewhere upon such
terms and conditions as it may deem advisable and at such prices as it may deem
best, for cash or on credit or for future delivery without assumption of any
credit risk. The Collateral Agent or any Lender shall have the right upon any
such public sale or sales, and, to the extent permitted by law, upon any such
private sale or sales, to purchase the whole or any part of the Collateral so
sold, free of any right or equity of redemption in each Grantor, which right or
equity is hereby waived and released. The Collateral Agent shall apply the net
proceeds of any such collection, recovery, receipt, appropriation, realization
or sale, after deducting all reasonable costs and expenses of every kind
incurred therein or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the
Collateral Agent and the Lenders hereunder, including, without limitation,
reasonable attorneys' fees and disbursements, to the payment in whole or in part
of the Obligations, in such order as the Collateral Agent may elect and only
after such application and after the payment by the Collateral Agent of any
other amount required by any provision of law, including, without limitation,
Section 9-504(1)(c) of the Code, need the Collateral Agent account for the
surplus, if any, to the Grantors. To the extent permitted by applicable law,
each Grantor waives all claims, damages and demands it may acquire against the
Collateral Agent or any Lender arising out of the exercise by them of any rights
hereunder, except to the extent arising from the gross negligence or willful
misconduct of the Collateral Agent or such Lender. If any notice of a proposed
5
<PAGE>
sale or other disposition of Collateral shall be required by law, such notice
shall be deemed reasonable and proper if given at least 10 days before such sale
or other disposition. The Grantors shall remain liable for any deficiency if the
proceeds of any sale or other disposition of the Collateral are insufficient to
pay the Obligations and the fees and disbursements of any attorneys employed by
the Collateral Agent or any Lender to collect such deficiency.
ARTICLE III
DEFINITIONS
Unless otherwise defined herein or in the preamble or recitals hereto,
terms which are defined in the Credit Agreement and used herein are so used as
so defined and the following terms shall have the following meanings:
"Code" means the Uniform Commercial Code as from time
to time in effect in the State of New York.
"Governmental Authority" means any nation or
government, any state or other political subdivision thereof, any
agency, authority, instrumentality, regulatory body, court, central
bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative functions of or pertaining to
government, any securities exchange and any self-regulatory
organization.
"Obligations" means the unpaid principal amount of,
and interest on (including interest accruing on or after the filing of
any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Grantors, whether or
not a claim for such post-filing or post-petition interest is allowed),
the Loans and all other obligations and liabilities of the Grantors to
the Agent, the Collateral Agent, the Issuer or the Lenders, whether
direct or indirect, absolute or contingent, due or to become due, or
now existing or hereafter incurred, which may arise under, out of, or
in connection with, the Credit Agreement, any Letter of Credit or LC
Reimbursement Obligations, the other Loan Documents and any other
document executed and delivered or given in connection therewith or
herewith, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including, without
limitation, all reasonable fees and disbursements of counsel to the
Agent, the Collateral Agent, the Issuer or to the Lenders that are
required to be paid by the Grantors pursuant to the terms of the Credit
Agreement) or otherwise.
"Proceeds" means "proceeds", as such term is defined
in Section 9-306(1) of the Code and, to the extent not included in such
definition, shall include, without limitation, (a) any and all proceeds
of any insurance, indemnity, warranty, guaranty or letter of credit
payable to a Grantor, from time to time with respect to any of the
Collateral, (b) all payments (in any form whatsoever) paid or payable
to any Grantor from time to time in connection with any taking of all
or any part of the Collateral by any Governmental Authority or any
Person acting under color of Governmental Authority, (c) all judgments
6
<PAGE>
in favor of any Grantor in respect of the Collateral and (d) all other
amounts from time to time paid or payable or received or receivable
under or in connection with any of the Collateral.
"Products" are used herein as so defined in the Code.
"Trademark License" means any agreement, written or
oral, providing for the grant by or to a Grantor of any right to use
any Trademark, including, without limitation, any thereof referred to
in Schedule I hereto.
"Trademarks" means (a) all trademarks, trade names,
corporate names, company names, business names, fictitious business
names, trade styles, service marks, logos and other source of business
identifiers, and the goodwill associated therewith, now existing or
hereafter adopted or acquired, all registrations and recordings
thereof, and all applications in connection therewith, whether in the
United States Patent and Trademark Office or in any similar office or
agency of the United States, any state thereof or any other country or
any political subdivision thereof, or otherwise, including, without
limitation, any thereof referred to in Schedule I hereto, and (b) all
renewals thereof.
ARTICLE IV
MISCELLANEOUS
4.1 Amendments, etc. with Respect to the Obligations. Each Grantor shall
remain obligated hereunder, and the Collateral shall remain subject to the Lien
granted hereby notwithstanding that, without any reservation of rights against
such Grantor, and without notice to or further assent by such Grantor, any
demand for payment of any of the Obligations made by the Agent, the Collateral
Agent, the Issuer or any Lender may be rescinded by the Agent, the Collateral
Agent, the Issuer or any Lender, and any of the Obligations continued, and the
Obligations, or the liability of the Grantors or any other Person upon or for
any part thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered, or released by the Agent, the Collateral Agent, the Issuer or any
Lender, and the Credit Agreement, the Notes, the other Loan Documents and any
other documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or part, as the Agent, the
Collateral Agent, the Issuer or any Lender may deem advisable from time to time,
and any guarantee, right of offset or other collateral security at any time held
by the Agent, the Collateral Agent, the Issuer or any Lender for the payment of
the Obligations may be sold, exchanged, waived, surrendered or released. None of
the Agent, the Collateral Agent, the Issuer or any Lender shall have any
obligation to protect, secure, perfect or insure this or any other Lien at any
time held by it as security for the Obligations or any property subject thereto.
Each Grantor waives any and all notice of the creation, renewal, extension or
accrual of any of the Obligations and notice of or proof of reliance by the
Agent, the Collateral Agent, the Issuer or any Lender upon this Security
Agreement; the Obligations, and any of them, shall conclusively be deemed to
7
<PAGE>
have been created, contracted or incurred in reliance upon this Security
Agreement; and all dealings between the Grantors and the Agent, the Collateral
Agent, the Issuer or any Lender, shall likewise be conclusively presumed to have
been had or consummated in reliance upon this Security Agreement. Each Grantor
waives diligence, presentment, protest, demand for payment and notice of default
or nonpayment to or upon such Grantor with respect to the Obligations.
4.2 Powers Coupled with an Interest. All authorizations and agencies herein
contained with respect to the Collateral are irrevocable and powers coupled with
an interest.
4.3 Severability. Any provision of this Security Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
4.4 Section Headings. The section headings used in this Security Agreement
are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.
4.5 No Waiver; Cumulative Remedies. Neither the Agent, the Collateral
Agent, the Issuer nor any Lender shall by any act (except by a written
instrument pursuant to Subsection 4.6 hereof), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Agent, the Collateral Agent, the Issuer or any
Lender, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Agent, the Collateral
Agent, the Issuer or any Lender of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the Agent,
the Collateral Agent, the Issuer or such Lender would otherwise have on any
future occasion. The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any rights or remedies
provided by law.
4.6 Integration; Waivers and Amendments; Successors and Assigns; Governing
Law. This Security Agreement represents the entire agreement of the Grantors
with respect to the subject matter hereof and there are no promises or
representations by the Agent, the Collateral Agent, the Issuer or any Lender
relative to the subject matter hereof not reflected herein or in the other Loan
Documents. None of the terms or provisions of this Security Agreement may be
waived, amended, supplemented or otherwise modified except by a written
instrument executed by each of the Grantors and the Collateral Agent, provided
that any provision of this Security Agreement may be waived by the Collateral
Agent in a written letter or agreement executed by the Collateral Agent or by
telex or facsimile transmission from the Collateral Agent. This Security
Agreement shall be binding upon the successors and assigns of each Grantor and
shall inure to the benefit of the Agent, the Collateral Agent, the Issuer and
the Lenders and their respective successors and assigns. THIS SECURITY AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.
8
<PAGE>
4.7 Notices. All notices, requests and demands to or upon the Grantors or
the Agent, the Collateral Agent, the Issuer or any Lender to be effective shall
be in writing or by telecopy or telex and unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand,
or, in the case of mail, three days after deposit in the postal system, first
class postage prepaid, or, in the case of telecopy notice, when sent, or, in the
case of telex notice, when sent, answerback received, addressed to a party at
the address provided for such party in the Credit Agreement.
4.8 Counterparts. This Security Agreement may be executed by one or more of
the parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
4.9 Authority of Collateral Agent. Each Grantor acknowledges that the
rights and responsibilities of the Collateral Agent under this Security
Agreement with respect to any action taken by the Collateral Agent or the
exercise or non-exercise by the Collateral Agent of any option, right, request,
judgment or other right or remedy provided for herein or resulting or arising
out of this Security Agreement shall, as between the Collateral Agent and the
Lenders, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Collateral Agent and the Grantors, the Collateral Agent shall be conclusively
presumed to be acting as agent for the Lenders with full and valid authority so
to act or refrain from acting, and the Grantors shall not be under any
obligation, or entitlement, to make any inquiry respecting such authority.
4.10 Releases. The Agent, the Collateral Agent, the Issuer and the Lenders
agree to cooperate with each Grantor and its Subsidiaries with respect to any
sale permitted by subsection 5.07 of the Credit Agreement and promptly take such
action and execute and deliver such instruments and documents necessary to
release the Liens and security interests created hereby relating to any of the
assets or property affected by any sale permitted by subsection 5.07 of the
Credit Agreement including, without limitation, any necessary Uniform Commercial
Code amendment, termination or partial termination statement.
4.11 Termination. This Security Agreement (other than with respect to any
cash collateral securing any outstanding Letter of Credit) shall terminate when
all the Obligations have been paid in full, the Commitments are terminated and
either no Letters of Credit are outstanding or each outstanding Letter of Credit
has been cash collateralized or is supported by a third-party letter of credit
as required pursuant to the Waiver Agreement. Upon such termination, the
Collateral Agent shall reassign and redeliver (or cause to be reassigned and
redelivered) to the applicable Grantor, or to such person or persons as the
Grantors shall designate, or to whomever may be lawfully entitled to receive
such surplus, against receipt, such of the Collateral (if any) (other than any
cash collateral securing any outstanding Letter of Credit) as shall not have
been sold or otherwise applied by the Collateral Agent pursuant to the terms
hereof and shall still be held by it hereunder, together with appropriate
instruments or reassignment and release. Any such reassignment and release shall
be without recourse upon or warranty by the Collateral Agent (other than a
warranty that the Collateral Agent has not assigned its rights and interests
hereunder to any Person) and at the expense of the Grantors.
9
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement
to be duly executed by their respective authorized officers as of the day and
year 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
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 Collateral Agent
By: /s/
-------------------------------
Name: Miles D. McManus
Title: Vice President
10
<PAGE>
ACKNOWLEDGMENT
STATE OF NEW YORK )
) SS
COUNTY OF NEW YORK )
The foregoing agreement was executed and acknowledged before me this 14th
day of May by Allen S. Lipson, personally known to me to be Executive Vice
President, Business & Legal Affairs of Marvel Enterprises, Inc., personally
known to me to be Vice President of Marvel Entertainment Group, Inc.; MEI
Holding Company S Corp.; MEI Holding Company F Corp.; Marvel Characters, Inc.;
Marvel Restaurant Venture Corp.; and MRV, Inc., in each case on behalf of such
corporation.
Notary Public
My commission expires:
11
SCHEDULE I TO THE TRADEMARK SECURITY AGREEMENT
Schedule 1 shall be furnished supplementary to the Commission upon request.