Exhibit 10.2
AGREEMENT TO TERMINATE
STOCKHOLDERS' AGREEMENT
The undersigned are all of the parties who remain subject to the
Stockholders' Agreement, dated as of October 1, 1998 (the "Stockholders'
Agreement"), among Xxx Xxxx, various Xxxxxxxxx entities and individuals, Xxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxxxx T.A., The Xxxxx & Xxxxx Xxxxxxxxxx Foundation Inc.,
Object Trading Corp., Zib Inc., The Chase Manhattan Bank, Xxxxxx Xxxxxxx & Co.
Incorporated, Whippoorwill Associates, Incorporated, as agent for or general
partner of various accounts, and Marvel Enterprises, Inc. (formerly known as
"Toy Biz, Inc."). The undersigned desire to terminate the Stockholders'
Agreement and all of their rights and obligations thereunder.
THEREFORE, the undersigned agree as follows:
1. Pursuant to Section 4.2(a)(i) of the Stockholders' Agreement, the
undersigned agree that the Stockholders' Agreement is hereby terminated and all
rights and obligations of each of the undersigned thereunder are hereby
terminated, all as of the date of this agreement.
2. This agreement contains the entire understanding among the parties
hereto with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings among the parties.
3. This agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
4. This agreement shall be governed by and construed in accordance with
the laws of the State of Delaware without giving effect to the principles of the
conflict of law thereof.
IN WITNESS WHEREOF, the parties have duly executed this agreement as of
October 4, 2002.
/s/ Xxx Xxxx
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Xxx Xxxx
/s/ Xxxxx Xxxxxxxxxx
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Xxxxx Xxxxxxxxxx
XXXXX XXXXXXXXXX T.A.
By: /s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxx
Title: Trustee
THE XXXXX & XXXXX XXXXXXXXXX
FOUNDATION, INC.
By: /s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxx
Title: President
OBJECT TRADING CORP.
By: /s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxx
Title: President
ZIB, INC.
By: /s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxx
Title: President
XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
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WHIPPOORWILL ASSOCIATES,
INCORPORATED,
As agent of and/or general partner for various
accounts
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: Managing Director
MARVEL ENTERPRISES, INC.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: President and Chief Executive Officer
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