0001362310-09-002976 Sample Contracts

AMENDMENT NO. 7 TO TRANSACTION DOCUMENTS
Amendment No. 7 to Transaction Documents • February 27th, 2009 • Marvel Entertainment, Inc. • Patent owners & lessors • New York

THIS AMENDMENT NO. 7 TO TRANSACTION DOCUMENTS (this “Amendment No. 7”) is entered into by and among MVL Film Finance LLC (the “Borrower”), MVL Productions LLC (“MPROD”), Marvel Studios, Inc. (“Marvel Studios” and together with the Borrower and MPROD, collectively, the “Marvel Parties” and each a “Marvel Party”) and Ambac Assurance Corporation, in its capacity as Control Party (as defined in the Credit Agreement referred to below) (“Ambac”). 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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AMENDMENT NO. 8 TO TRANSACTION DOCUMENTS
Amendment No. 8 to Transaction Documents • February 27th, 2009 • Marvel Entertainment, Inc. • Patent owners & lessors • New York

THIS AMENDMENT NO. 8 TO TRANSACTION DOCUMENTS (this “Amendment No. 8”) is entered into by and among MVL Film Finance LLC (the “Borrower”), MVL Productions LLC (“MPROD”), Marvel Entertainment, Inc. (“MEI”), Marvel Studios, Inc. (“Marvel Studios” and together with the Borrower, MPROD and MEI, collectively, the “Marvel Parties” and each a “Marvel Party”) HSBC Bank USA, National Association, in its capacities as Collateral Agent and Collection Account Bank (the “Collateral Agent”) and Ambac Assurance Corporation, in its capacity as Control Party (as defined in the Credit Agreement referred to below) (“Ambac”). 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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