EXHIBIT 10.35
STANDSTILL AGREEMENT AND AMENDMENT
STANDSTILL AGREEMENT AND AMENDMENT, dated as of December 20, 1996 (this
"Agreement"), among the signatories hereto as parties to any one or more of the
Covered Documents (as defined below).
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Marvel Entertainment Group, Inc. ("Marvel") and certain of
its Subsidiaries have filed or intend to file voluntary petitions for relief
under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code")
commencing a jointly administered case (the "Bankruptcy Case") under the
Bankruptcy Code;
WHEREAS, certain Subsidiaries of Marvel have not filed petitions for
relief under the Bankruptcy Code;
WHEREAS, the parties hereto wish to enter into a standstill agreement
with respect to such non-filing Subsidiaries and to amend certain provisions of
the Covered Documents;
NOW, THEREFORE, in consideration of the foregoing and the covenants
and agreements contained herein, and intending to be legally bound hereby, the
parties hereto hereby agree as follows.
1. Definitions. The following terms shall have the following meanings
when used herein:
"Agent": The Chase Manhattan Bank (formerly known as Chemical
Bank), as agent or administrative agent (as the case may be) under any
Covered Document.
"Bank": any bank, fund, other financial institution or other
Person (other than Marvel, its subsidiaries and its affiliates) that
is a party to, or holds a participating interest in, any Covered
Document.
"Covered Documents": the collective reference to (i) the Amended
and Restated Credit and Guarantee Agreement, dated as of August 30,
1994 (as heretofore
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and hereafter amended, supplemented or otherwise modified, the "Fleer
Agreement"), among Marvel, Fleer Corp., the financial institutions
parties thereto, the co-agents parties thereto, and the Agent, (ii)
the Credit and Guarantee Agreement, dated as of April 24, 1995 (as
heretofore and hereafter amended, supplemented or otherwise modified,
the "SkyBox Agreement"), among Marvel, Fleer Corp., the financial
institutions parties thereto, the co-agents parties thereto and the
Agent, (iii) the Term Loan and Guarantee Agreement, dated as of August
30, 1994 (as heretofore and hereafter amended, supplemented or
otherwise modified, the "Local Loan Agreement"), among Panini, S.p.A.
(as successor to Marvel Comics Italia, S.r.l.), Marvel and Istituto
Bancario San Paolo di Torino, S.p.A., (iv) the Participation
Agreement, dated as of August 30, 1994 (as heretofore and hereafter
amended, supplemented or otherwise modified, the "Participation
Agreement"), among Istituto Bancario San Paolo di Torino, S.p.A., the
Agent and the banks and other financial institutions parties thereto,
(v) the Line of Credit, dated as of March 27, 1996 (as heretofore and
hereafter amended, supplemented or otherwise modified, the "Line of
Credit"), among Fleer Corp., the financial institutions parties
thereto and the Agent, (vi) each letter of credit issued for the
account of Marvel or any of its Subsidiaries by a bank or other
financial institution which is a party to the SkyBox Agreement or the
Fleer Agreement, (vii) each interest rate agreement between Marvel or
any of its Subsidiaries and a bank or other financial institution
which is a party to the SkyBox Agreement or the Fleer Agreement,
(viii) each other Credit Document (as defined in any of the foregoing)
and (ix) each other promissory note, security agreement, pledge
agreement, guarantee, mortgage or other document, instrument or
agreement delivered in connection with, or otherwise relating to, any
of the foregoing.
"Covered Obligations": all obligations and liabilities of Marvel
and its Subsidiaries to the Agent or any Bank, whether or not arising
under any Covered Document.
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"Final Order Date": the first date upon which (i) an order of the
United States Bankruptcy Court for the District of Delaware is entered
confirming the Plan of Reorganization of Marvel and certain of its
subsidiaries prior to June 30, 1997, (ii) such order shall not have
been stayed, reversed, vacated, rescinded, amended or otherwise
modified in any respect and (iii) such order shall not be the subject
of an appeal, motion for rehearing or reconsideration, petition for
certiorari or other like motion and the time for filing any such
motion shall have expired.
"Person": an individual, a partnership, a corporation, a business
trust, a joint stock company, a trust, an unincorporated association,
a joint venture, a governmental authority or any other entity of
whatever nature.
"Plan of Reorganization": a plan of reorganization for Marvel and
its Subsidiaries that are the subject of the Bankruptcy Case,
substantially similar to the form provided to the parties hereto prior
to the date hereof in connection with the solicitation of their
approval of such plan.
"Specified Parties": the collective reference to the Required
Banks under (and as defined in) the Fleer Agreement and the SkyBox
Agreement, the Majority Participants under (and as defined in) the
Participation Agreement and the Banks holding the majority of the
commitments under (and as defined in) the Line of Credit.
"Standstill Period": the period commencing with the filing of the
petition for bankruptcy relief of Marvel and ending on the Termination
Date.
"Subsidiary": of any Person, a corporation or other entity of
which shares of stock or other ownership interests having ordinary
voting power (other than stock or other ownership interests having
such power only by reason of the happening of a contingency) to elect
a majority of the directors of such corporation, or other Persons
performing similar
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functions for such entity, are owned, directly or indirectly, by such
Person; unless otherwise qualified, all references to a "Subsidiary"
or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or
Subsidiaries of Marvel.
"Termination Date": the earliest of (a) June 30, 1997, (b) the
date upon which Marvel or any of its Subsidiaries shall commence any
lawsuit or other legal action (other than any such lawsuit or other
action which is reasonably commenced by Marvel or a Subsidiary to
enforce its rights hereunder) against the Agent or any of the Banks or
with respect to any of the Covered Obligations, (c) the date upon
which any payment default occurs under any of the Covered Documents
and (d) the Final Order Date.
2. Amendments to Covered Documents. (a) Notwithstanding anything to
the contrary contained in any of the Covered Documents, each Bank hereby agrees
to permit its loans under the Covered Documents to be outstanding (to the
extent applicable) as Eurodollar Loans or Eurocurrency Loans (as each such term
is defined in the applicable Covered Documents) during the Standstill Period;
provided that, in the event that the Interest Period (as defined in the
applicable Covered Document) for any such Eurodollar Loan or Eurocurrency Loan
(as the case may be) is longer than one month, such Interest Period shall have
a scheduled expiry on or prior to June 30, 1997.
(b) Notwithstanding anything to the contrary contained in any of the
Covered Documents, each Bank hereby agrees that during the Standstill Period
its lending commitment under any Covered Document shall not automatically
terminate or be accelerated upon the commencement of the Bankruptcy Case, but
rather shall be suspended and shall be reinstated upon confirmation of, and in
accordance with the terms of, the Plan of Reorganization.
3. Standstill. Each of the Banks and the Agent hereby agrees that it
shall not take any action, by lawsuit, foreclosure, setoff or otherwise during
the Standstill Period to accelerate, terminate or collect any of the Covered
Obligations or to realize upon any of the collateral security or guarantee
obligations held with respect to any of the Covered Obligations
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against any Subsidiary of Marvel that is not the subject of the Bankruptcy
Case.
4. Authorization to Agent. Each of the Banks hereby authorizes and
instructs the Agent to execute and deliver the Non-Disturbance Agreement,
substantially in the form of Exhibit A hereto, upon the consummation of the
Plan of Reorganization.
5. Effective Date; Conditions Precedent. (a) The standstill agreement
contained in paragraph 3 shall become effective as of the date upon which the
Bankruptcy Case is commenced provided that the Agent shall have received
counterparts of this Agreement, duly executed by the requisite Banks under the
Covered Documents.
(b) Each of the other provisions of this Agreement shall become
effective as of the date first written above upon:
(i) receipt by the Agent of counterparts of this Agreement, duly
executed by the requisite Banks under the Covered Documents; and
(ii) to the extent that this Agreement has been executed and delivered
by the Specified Parties, receipt by each Bank who executes and delivers
this Agreement on or prior to December 20, 1996 of a fee in the amount
equal to 25 b.p. on (i) the Revolving Credit Commitment of such Bank under
(and as defined in) the Fleer Agreement, (ii) the Loans of such Bank under
(and as defined in) the SkyBox Agreement, (iii) the participating interests
of such Bank in the Term Loans under (and as defined in) the Local Loan
Agreement pursuant to the Participation Agreement (including, without
limitation, the interest retained by Istituto Bancario San Paolo di Torino,
S.p.A. under the Local Loan Agreement) and (iv) the Loans of such Bank
under (and as defined in) the Line of Credit.
6. Continued Effectiveness. Except as specifically provided herein,
the Covered Documents and the Covered Obligations shall remain in full force
and effect and the liens granted to secure the Covered Obligations shall remain
in full force and effect.
7. No Waiver; Cumulative Remedies. No failure to
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exercise and no delay in exercising, on the part of the Agent or any Bank, any
right, remedy, power or privilege hereunder or under any Covered Document,
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.
8. Counterparts; Severability. (a) This Agreement may be executed by
one or more of the parties to this Agreement on any number of separate
counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
(b) If any clause or provision of this Agreement shall be held illegal
or invalid by any court, the invalidity of such clause or provision shall not
affect any of the remaining clauses, provisions or sections hereof, and this
Agreement shall be construed and enforced as if such illegal or invalid clause
or provision had not been contained herein. In case any agreement or obligation
contained in this Agreement shall be held to be in violation of law, then such
agreement or obligation shall be deemed to be the agreement or obligation of
the parties hereto to the fullest extent permitted by law.
9. Governing Law. This Agreement and the rights and obligations of the
parties under this Agreement shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.
10. Amendments and Waivers. No provision of this Agreement may be
amended or modified in any way, nor may non-compliance therewith be waived,
except pursuant to a written instrument executed by the Agent and the requisite
Banks.
11. Transfer Restrictions. Each of the Banks hereby agrees that it
will not transfer, sell (by participation or absolute assignment), assign or
convey any of the Covered Obligations held by it unless the Person to whom such
obligation is transferred agrees in writing to be bound by the provisions of
this Agreement and to support the Plan of Reorganization. Any such transfer in
violation of this paragraph 11 shall be null and
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void.
12. No Third-Party Beneficiaries. The agreements contained herein
shall inure only to the benefit of the parties hereto and of Marvel and its
Subsidiaries. There shall be no third-party beneficiaries hereunder, other than
Marvel and its Subsidiaries. Marvel and its Subsidiaries shall have the right
to enforce the obligations hereunder of the parties hereto as if Marvel and its
Subsidiaries were parties hereto.
13. Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing or sent by
telegraph or telex and, unless otherwise expressly provided herein, shall be
deemed to have been duly given or made when delivered by hand, or when
deposited in the mail, or in the case of telegraphic notice, when delivered to
the telegraph company, or, in the case of telex notice, when sent, answerback
received, addressed as set forth in the Covered Documents or to such address as
may be hereafter notified by the respective parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.
THE CHASE MANHATTAN BANK (formerly
known as Chemical Bank and as
successor by merger to The Chase
Manhattan Bank, N.A.)
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Deputy General Manager
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XXX XXXX XX XXX XXXX
By: /s/ Xxxxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Assistant Vice President
CIBC, INC.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxx Xxxxxxx
-------------------------------
Name: Xxxx Xxxxxxx
Title: First Vice President
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By: /s/ Xxxx Xxxxxxx
-------------------------------
Name: Xxxx Xxxxxxx
Title: First Vice President
NATIONSBANK, N.A.
By: /s/ Xxx X. Xxxxxxx
-------------------------------
Name: Xxx X. Xxxxxxx
Title: Vice President
CORESTATES BANK, N.A.
By: /s/ illegible
-------------------------------
Name:
Title:
TORONTO-DOMINION (NEW YORK) INC.
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By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Director
THE TORONTO-DOMINION BANK
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Director
THE NIPPON CREDIT BANK, LTD.
By: /s/ Xxxxxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Vice President
BANK OF AMERICA ILLINOIS
By: /s/ Xxxxxxx X. Xxx Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxx Xxxxxx
Title: Vice President
BANK OF HAWAII
By: /s/ Xxxx Xxxxx
-------------------------------
Name: Xxxx Xxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxxxxx X. Xxxx, Xx.
-------------------------------
Name: Xxxxxxx X. Xxxx, Xx.
Title: Director
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FLEET BANK
By: /s/ Xxxx Xxxx
-------------------------------
Name: Xxxx Xxxx
Title: Senior Vice President
THE SUMITOMO BANK, LIMITED, NEW YORK
BRANCH
By: /s/ illegible
-------------------------------
Name:
Title:
RESTRUCTURED OBLIGATIONS BACKED
BY SENIOR ASSETS B.V.
By: Chancellor Senior Secured
Management, Inc., as
Investment Advisor
By: /s/ Xxxxxxxxxxx Xxxxx
-------------------------------
Name: Xxxxxxxxxxx Xxxxx
Title: Vice President
By:
-------------------------------
Name:
Title:
UNION BANK
By: /s/ illegible
-------------------------------
Name:
Title:
THE FUJI BANK, LTD. - NEW YORK
BRANCH
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President and Manager
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XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
and Director
BANKERS TRUST COMPANY
By: /s/ Xxxx Xx Xxxxx
-------------------------------
Name: Xxxx Xx Xxxxx
Title: Assistant Vice President
CHL HIGH YIELD LOAN PORTFOLIO, A
UNIT OF CHASE MANHATTAN BANK
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
CREDIT SUISSE
By: /s/ Xxxx Xxxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxxx
Title: Member of Senior
Management
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Associate
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /s/ Xxxxxxxx Xxxxx xx Xxxx
-------------------------------
Name: Xxxxxxxx Xxxxx xx Xxxx
Title: Senior Vice President
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BANCO CENTRAL HISPANOAMERICANO S.A.
By: /s/ Xxxxx Xxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By: /s/ R. Xxxxxxx Xxxxxxxxx
-------------------------------
Name: R. Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset
Management, L.P., as
Investment Advisor
By: /s/ R. Xxxxxxx Xxxxxxxxx
-------------------------------
Name: R. Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
CERES FINANCE, LTD.
By Chancellor Senior Secured
Management Inc., as
Financial Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
By:
-------------------------------
Name:
Title:
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CAPTIVA FINANCE, LTD.
By Chancellor Senior Secured
Management Inc., as
Financial Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
CITIBANK, N.A.
By:
-------------------------------
Name:
Title:
IBJ XXXXXXXX BANK & TRUST COMPANY
By: /s/ Xxxx XxXxxxxxxx
-------------------------------
Name: Xxxx XxXxxxxxxx
Title: Vice President
ISTITUTO BANCARIO SAN PAOLO DI
TORINO, S.P.A., NEW YORK LIMITED
BRANCH
By:
-------------------------------
Name:
Title:
FIRST HAWAIIAN BANK
By: /s/ illegible
-------------------------------
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------
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Name: Xxxxxxx Xxxxxxx
Title: Vice President
