EXHIBIT 10.1
CONSENT
CONSENT, dated as of September 24, 1996 (this "Consent"), to (a)
the Participation Agreement, dated as of August 30, 1994 (as amended,
supplemented, or otherwise modified from time to time, the "Participation
Agreement"), among Istituto Bancario San Paolo di Torino S.p.A., New York
Limited Branch (the "Italian Lender"), the financial institutions party
thereto (the "Participants") and The Chase Manhattan Bank (f/k/a/ Chemical
Bank), as administrative agent (in such capacity, the "Administrative Agent")
for the Italian Lender, and (b) the Term Loan and Guarantee Agreement, dated
as of August 30, 1994 (as amended, supplemented or otherwise modified from
time to time, the "Term Loan Agreement"), among Marvel Comics Italia, S.r.l.,
an Italian corporation (the "Company"), Marvel Entertainment Group, Inc., a
Delaware corporation (the "Guarantor"), and the Italian Lender.
W I T N E S S E T H:
WHEREAS, the Participants have purchased participating interests in
each Term Loan made by the Italian Lender pursuant to the Term Loan Agreement;
WHEREAS, the Company has requested that the Italian Lender, the
Administrative Agent, the Participants and the Majority Banks (as defined in
the US Credit Agreement) consent to the Company deferring the payment of
interest on the Term Loans until November 30, 1996; and
WHEREAS, the Italian Lender, the Administrative Agent, the
Participants and the Majority Banks (as defined in the US Credit Agreement)
are willing to consent to the Company deferring the payment of interest on the
Term Loans only upon the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein, and for other good and valuable consideration,
the sufficiency of which is hereby acknowledged, the Company, the Guarantor,
the Italian Lender, the Administrative Agent, the Participants and the
Majority Banks (as defined in the US Credit Agreement) hereby agree as
follows:
1. Defined Terms. Unless otherwise defined herein, terms defined
in (or by reference in) the Participation Agreement shall have such meanings
when used herein.
1
2. Consent. Subject to the limitation set forth in the following
sentence, the Italian Lender, the Administrative Agent, the Participants and
the Majority Banks (as defined in the US Credit Agreement) hereby consent to
the Company deferring until November 30, 1996 each payment of interest in
respect of the Term Loan that would otherwise be payable prior to November 30,
1996 in accordance with Section 3.3 of the Term Loan Agreement; provided that
the amount of such deferred interest shall bear interest at the rate then
applicable to the Term Loans and such deferred interest, together with the
accrued interest on such deferred interest shall be payable by the Company to
the Italian Lender on November 30, 1996. Notwithstanding the deferral provided
for in the foregoing sentence, interest shall be payable by the Company on the
dates when such interest is stated to be due under the Term Loan Agreement, in
accordance with the terms of the Term Loan Agreement, in an amount equal to
(a) the aggregate Participating Percentages of all Participants that have not
executed and delivered this Consent on or prior to September 30, 1996
multiplied by (b) the amount of interest that would otherwise be payable on
such due dates, and, upon receipt of such amounts, the Administrative Agent
will pay such amounts to such non-consenting Participants.
3. Representations and Warranties. Each of the Company and the
Guarantor hereby confirms, reaffirms and restates the representations and
warranties made by it in Section 4 of the Term Loan Agreement, provided that
each reference to the Term Loan Agreement therein shall be deemed to be a
reference to the Term Loan Agreement after giving effect to this Consent. The
Company represents and warrants that no Default or Event of Default has
occurred and is continuing.
4. Continuing Effect of Term Loan Agreement. This Consent shall not
constitute a waiver, amendment or modification of any other provision of the
Participation Agreement or the Term Loan Agreement not expressly referred to
herein and shall not be construed as a waiver or consent to any further or
future action on the part of the Company or the Guarantor that would require a
waiver or consent of the Italian Lender, the Administrative Agent, the
Participants or the Majority Banks (as defined in the US Credit Agreement).
Except as expressly amended or modified herein, the provisions of the
Participation Agreement and the Term Loan Agreement are and shall remain in
full force and effect.
5. Counterparts. This Consent may be executed by one or more of the
parties hereto on any number of separate counterparts and all such
counterparts shall be deemed to be one and the same instrument. Each party
hereto confirms that any facsimile copy of such party's executed counterpart
of this Consent (or its signature page thereof) shall be deemed to be an
executed original thereof.
6. Effectiveness. This Consent shall be effective upon receipt by
the Administrative Agent of:
2
(a) counterparts hereof, duly executed and delivered by the Company, the
Guarantor, the Italian Lender, the Majority Participants and the
Majority Banks (as defined in the US Credit Agreement); and
(b) a fee, for the account of each Participant executing and delivering this
Consent on or prior to September 30, 1996, in the amount equal to 2.0%
of the amount of deferred interest on the Term Loans that otherwise
would have been paid to such Participant.
7. Consent of Guarantor. The Guarantor, as guarantor under the Term
Loan Agreement, hereby (a) consents to the transactions contemplated hereby
and (b) acknowledges and agrees that the guarantees contained in Section 7 of
the Term Loan Agreement (and all collateral security therefor) are, and shall
remain, in full force and effect after giving effect to this Consent.
8. GOVERNING LAW. THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Consent to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
PANINI SPA (formerly known as
MARVEL COMICS ITALIA, S.r.L.)
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------
Title: Managing Director
MARVEL ENTERTAINMENT GROUP,
INC.
By: /s/ August X. Xxxxxxx
----------------------------
Title: Vice President, Finance
ISTITUTO BANCARIO SAN PAOLO DI
TORINO, S.p.A., NEW YORK LIMITED
BRANCH, as Italian Lender and as a
3
Bank
By: /s/ Xxxxxxx Xxxxx /s/ Xxxxxx Xxxxxxxxx
------------------ ---------------------
Title: Vice President 1st Vice President
THE CHASE MANHATTAN BANK, as
Administrative Agent, as a Participant
and as a Bank
By: /s/ Xxxx X. Xxxxxxx
----------------------------
Title: Vice President
THE BANK OF NEW YORK, as a
Participant
and as a Bank
By: /s/ Xxxxxxxxx X. Xxxx
----------------------------
Title: Assistant Vice President
CIBC, INC., as a Participant and as a Bank
By:
----------------------------
Title:
CORESTATES BANK, N.A., as a
Participant
and as a Bank
By: /s/ Xxxxxx Xxxxxxxx
----------------------------
Title: Vice President
4
CREDIT LYONNAIS, NEW YORK
BRANCH,
as a Participant and as a Bank
By:
----------------------------
Title:
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH, as a Bank
By:
----------------------------
Title:
NATIONSBANK, N.A., as a Participant
and as a Bank
By: /s/ Xxxxxxxx Xxxxxxxx
----------------------------
Title: Corporate Banking Officer
THE TORONTO-DOMINION BANK,
as a Participant and as a Bank
By: /s/ Xxxx Xxxxxxx
----------------------------
Title: Mgr. Cr. Admin.
THE FIRST NATIONAL BANK OF
BOSTON,
as a Participant and as a Bank
By: /s/ Xxxxxxx X. Xxxx, Xx.
----------------------------
Title: Director
5
CITIBANK, N.A., as a Participant and as a
Bank
By: /s/ Xxxxx Xxxxxxxx
----------------------------
Title: Attorney-in-Fact
BANK OF AMERICAN ILLINOIS,
as a Participant and as a Bank
By: /s/ X. XxXxxxxx
----------------------------
Title: Vice President
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH,
as a Participant and as a Bank
By: /s/ [illegible]
----------------------------
Title: Senior Vice President
UNION BANK, as a Participant and as a
Bank
By:
----------------------------
Title:
THE FUJI BANK, LTD. - NEW YORK
BRANCH, as a Participant and as a Bank
By: /s/ Teij Teramoto
----------------------------
6
Title: Vice President and Manager
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., LOS ANGELES AGENCY, as a
Bank
By: /s/ Xxxx X. Xxxxxxxx
----------------------------
Title: Deputy General Manager
THE NIPPON CREDIT BANK, LTD., as a
Bank
By: /s/ Xxxxxxxxx Xxxxxxxx
----------------------------
Title: Vice President & Manager
BANK OF HAWAII, as a Bank
By: /s/ J. Xxxxx Xxxxxxx
----------------------------
Title: Vice President
FIRST HAWAIIAN BANK, as a Bank
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Title: Assistant Vice President
IBJ XXXXXXXX BANK & TRUST
COMPANY, as a Bank
By: /s/ Xxxxxxx Xxxxxx
----------------------------
7
Title: Vice President
RESTRUCTURED OBLIGATIONS
BACKED BY SENIOR ASSETS B.V., as a
Bank
By: Chancellor Senior Secured
Management, Inc., as Portfolio
Advisor
By: /s/ [illegible]
----------------------------
Title: Vice President
FLEET BANK, as a Bank
By: /s/ Xxxxxx X. Xxxx
----------------------------
Title: Assistant Vice President
8
