0001116679-06-002363 Sample Contracts

HULK EXCLUSIVE CROSS LICENSE AGREEMENT
Exclusive Cross License Agreement • October 5th, 2006 • Marvel Entertainment, Inc. • Patent owners & lessors • New York

This HULK EXCLUSIVE CROSS LICENSE AGREEMENT ("Agreement") is made and entered into as of September 29, 2006 ("Effective Date") by and between MVL Rights LLC, a Delaware limited liability company ("MRI"), and MVL Film Finance LLC, a Delaware limited liability company ("MVL"). All capitalized terms used herein without definition shall have the meanings specified in the Credit Agreement referred to below or the Master Agreement referred to below.

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AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS
Transaction Documents • October 5th, 2006 • Marvel Entertainment, Inc. • Patent owners & lessors • New York

THIS AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS (this “Amendment”) is entered into by and among MVL Film Finance LLC (the “Borrower”), MVL Productions LLC (“MPROD”), Marvel Studios, Inc. (“Marvel Studios”), Marvel Characters, Inc. (“MCI”), MVL Rights LLC (“MRI”), Ambac Assurance Corporation, in its capacity as Control Party (as defined in the Credit Agreement referred to below) (“Ambac”) and HSBC Bank USA, National Association, in its capacity as Collateral Agent (as defined in the Credit Agreement referred to below) (“Collateral Agent”). All capitalized terms used herein without definition shall have the meanings specified in the Credit Agreement referred to below, or, if not defined therein, in the Master Agreement referred to below.

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