August 4, 2005 Mr. Kenneth P. West Marvel Enterprises, Inc.

Exhibit 10.9

August 4, 2005

Xx. Xxxxxxx X. Xxxx

Marvel Enterprises, Inc.

000 Xxxxx Xxxxxx

Xxx Xxxx, XX 00000

Dear Xx. Xxxx:

This letter will confirm our agreement that, effective upon the closing by Marvel Enterprises, Inc. (“Marvel”) of its $525 million film financing facility, (i) the Amended and Restated Revolving Credit Agreement dated as of December 18, 2002 between Marvel and HSBC Bank USA (“HSBC”), and each of the other Loan Documents, as defined therein, shall be automatically terminated and shall be of no further force or effect and (ii) the security interest(s) of HSBC thereunder shall be released and terminated and HSBC shall take all reasonable steps requested by Marvel, as may be necessary or appropriate in accordance with such release and termination.

As you know, we are documenting a new replacement credit facility in the amount of $30 million which will reflect the substantial improvement in Marvel’s business since 2002. We expect to close that new facility in the near future.

Very truly yours,

/s/ Xxxx Xxxxx Pan

Xxxx Xxxxx Pan

Senior Vice President

Accepted as of the 4th day of August, 2005:

Marvel Enterprises, Inc.

By:	/s/ Xxxxxxx X. Xxxx
	Name: Xxxxxxx X. Xxxx
	Title: Executive Vice President and Chief Financial Officer