EXHIBIT 10.39
FIRST AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT
FIRST AMENDMENT, dated as of January 24, 1997 (the "Amendment"), to
the REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of December 27, 1996,
among MARVEL ENTERTAINMENT GROUP, INC., a Delaware corporation (the
"Borrower"), as a debtor and debtor-in- possession under Chapter 11 of the
Bankruptcy Code, the Guarantors named therein (the "Guarantors"), as debtors
and debtors-in-possession under Chapter 11 of the Bankruptcy Code, THE CHASE
MANHATTAN BANK, a New York banking corporation ("Chase"), each of the other
financial institutions party thereto (together with Chase, the "Banks") and THE
CHASE MANHATTAN BANK, as Agent for the Banks (in such capacity, the "Agent"):
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent are
parties to that certain Revolving Credit and Guaranty Agreement, dated as of
December 27, 1996 (as the same may be amended, modified or supplemented from
time to time, the "Credit Agreement"); and
WHEREAS, the parties hereto have agreed that from and after the
Effective Date (as hereinafter defined) of this Amendment, the Credit Agreement
shall be amended subject to and upon the terms and conditions set forth herein.
NOW, THEREFORE, it is agreed:
1. As used herein all terms which are defined in the
Credit Agreement shall have the same meanings herein.
2. Section 7.1 of the Credit Agreement is hereby
amended by deleting clause (h) set forth therein in its entirety and inserting
in lieu thereof the following new clause (h):
"(h) (x) Any Person, other than Xxxxxx
X. Xxxxxxxx or, in the event of his
incompetence or death, his estate, heirs,
executor, administrator, committee or other
personal representative and his (or any of
their) Affiliates (collectively, "ROP"), shall
"control" the Borrower, as such term is used in Rule
405 promulgated under the Securities Act of 1933, as
amended, or (y) in the event that ROP ceases to so
"control" the Borrower, any other Person shall own more
than 25% of the issued and outstanding voting stock of
the Borrower (except any stock which has the right to
vote only upon the happening of a contingency); or"
3. Section 7.1 of the Credit Agreement is hereby
amended by deleting clause (i) set forth therein in its entirety and inserting
in lieu thereof the following new clause (i):
"(i) the Bankruptcy Court shall enter an
order authorizing or directing the rejection by the
Borrower or any of the Guarantors, pursuant to Section
365 of the Bankruptcy Code, of the exclusive license
for the use of Marvel characters heretofore granted to
Toy Biz; or"
4. Section 7.1 of the Credit Agreement is hereby
amended by deleting clause (g) set forth therein in its entirety and inserting
in lieu thereof the following:
"(g) Intentionally Omitted"
5. This Amendment shall not become effective (the
"Effective Date") until the date on which this Amendment shall have been
executed by the Borrower, the Guarantors, Chase and the Agent, and the Agent
shall have received evidence satisfactory to it of such execution.
6. The Borrower agrees that its obligations set forth
in Section 10.5 of the Credit Agreement shall extend to the preparation,
execution and delivery of this Amendment.
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7. This Amendment shall be limited precisely as written
and shall not be deemed (a) to be a consent granted pursuant to, or a waiver or
modification of, any other term or condition of the Credit Agreement or any of
the instruments or agreements referred to therein or (b) to prejudice any right
or rights which the Agent or the Banks may now have or have in the future under
or in connection with the Credit Agreement or any of the instruments or
agreements referred to therein. Whenever the Credit Agreement is referred to in
the Credit Agreement or any of the instruments, agreements or other documents
or papers executed or delivered in connection therewith, such reference shall
be deemed to mean the Credit Agreement as modified by this Amendment.
8. This Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same instrument.
9. This Amendment shall in all respects be construed in
accordance with and governed by the laws of the State of New York applicable to
contracts made and to be performed wholly within such State.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and the year first above written.
MARVEL ENTERTAINMENT GROUP, INC.
By:/s/ Xxxxx X. Xxxxxxx
--------------------------------
Title: Chief Financial Officer
GUARANTORS:
THE XXXXX XXXXX COMPANY
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FLEER CORP.
XXXXX X. XXXXX CORP.
HEROES WORLD DISTRIBUTION, INC.
MALIBU COMICS ENTERTAINMENT, INC.
MARVEL CHARACTERS, INC.
MARVEL DIRECT MARKETING INC.
SKYBOX INTERNATIONAL INC.
By:/s/ Xxxxxx Xxxx
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Title: Vice President
THE CHASE MANHATTAN BANK,
INDIVIDUALLY AND AS AGENT
By:/s/ illegible
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Title: Managing Director
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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