(6) WHEREAS, pursuant to Section 1.28 of the Iron Man License, the Maximum Budget for aPicture may be increased with Ambac’s prior written consent;(7) WHEREAS, the Borrower has informed Ambac that it desires to increase the Maximum Budgetfor the Picture entitled *Iron Man II*and Ambac has agreed on the terms and conditions set forthherein to such increased Maximum Budget;(8) WHEREAS, Ambac has informed the Borrower that it desires to modify the definition ofPermitted Investments contained in the Credit Agreement and the Borrower has agreed on the termsand conditions set forth herein to such modified definition;NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, the undersigned hereby agree as follows:SECTION 1. Completion Bond(a) Each of the following defined terms is hereby added to Section 1.01(b) of the CreditAgreement in its proper alphabetical order:“Contingency” means for each Motion Picture the sum of the Standard Contingency andthe MEI Contingency Reserve Amount (if applicable pursuant to Annex 7.1) for such MotionPicture.“MEI Contingency Reserve Account” means a segregated trust account in the name of theCollateral Agent maintained at HSBC Bank USA, National Association, 452 Fifth Avenue, New York, NY10018 (ABA #021001088) to be established by the Borrower within twenty (20) Business Days of thedate of this Amendment No. 8. Immediately upon establishment of the MEI Contingency ReserveAccount, the Marvel Parties shall notify Ambac, the Collateral Agent and the Administrative Agentof the account number for such account.“MEI Contingency Reserve Amount” means for each Motion Picture the greater of: (i) (A)with respect to Iron Man II, $31,489,260, (B) with respect to each Motion Picture with a Budgetequal to or less than $181,500,000, $26,000,000 and (C) with respect to each other Motion Picture,an amount to be agreed to by the Control Party but not less than $26,000,000; and (ii) the amountby which the Contingency exceeds the Standard Contingency. For the avoidance of doubt, the Budgetas set forth in (i) shall be inclusive of the Standard Contingency. In the event that the Budgetfor a Motion Picture is less than $181,500,000, the Control Party may, in its sole discretion,determine whether the MEI Contingency Reserve Amount for such Motion Picture may be reduced basedon such lower Budget, the timing for delivery of such Motion Picture and such other factors as theControl Party deems relevant. The MEI Contingency Reserve Amount for a Motion Picture shall bereduced to such amount as so determined by the Control Party. The Control Party shall providewritten notice of any such reduction to the Borrower, the Collateral Agent and the AdministrativeAgent.”
 
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“MEI Contingency Reserve Requirements” means the requirement that prior to the InitialFunding which is a Film-Related Advance for a Motion Picture, MEI shall, as a capital contributionto the Borrower, deposit an amount equal to: (i) the MEI Contingency Reserve Amount for such MotionPicture into the MEI Contingency Reserve Account; and (ii) the MEI Paramount Pre-Sale Amount forsuch Motion Picture into the Borrower Blocked Account.“Standard Contingency” means for each Motion Picture, ten percent (10%) of the Budgetof such Motion Picture excluding the following items: (1) Marvel’s Affiliate Producer Fee; (2) anyoverhead costs of MPROD or any Marvel Company included in the Budget pursuant to the definition ofDirect Negative Cost; (3) fees paid to the Completion Guarantor; and (4) for the avoidance ofdoubt, the Standard Contingency.(b) The definition of Permitted Distribution in Schedule I of the Credit Agreement is herebyamended to add at the end thereof as follows:“Notwithstanding the forgoing, the Collateral Agent shall make the payments contemplated bysub-clause (iii) of the second paragraph of Section 3.06 of the Credit Agreement in accordance withsuch Section 3.06 of the Credit Agreement.”(c) The definition of Budget in Section 1(a) of the Master Agreement is hereby amendedand restated to read as follows:““Budget” means, with respect to a Motion Picture, the final budget for suchMotion Picture as approved in writing by the applicable Completion Guarantor on orprior to the date on which the principal photography for such Motion Picturecommences (subject to later increases for Enhancements, if any), which budget hasbeen prepared by the Development Company in accordance with standard practices inthe United States motion picture industry and reflects an estimate of the Cost toComplete with respect to such Motion Picture, plus a contingency reserve of no lessthan the Standard Contingency which may be liquidated during production in theamount required by the applicable Completion Guarantor, and which final budget, onceso approved, may be increased by MPROD or the applicable Production Company only if(i) with respect to any Enhancements, the applicable Completion Guarantor agrees inwriting to cover such Enhancements under the applicable Completion Bond, and (ii)with respect to any Material Enhancements, the Control Party agrees in writingthereto; provided that, in the case of clauses (i) and (ii) above, if theamount of such final budget, as so increased, exceeds $165,000,000, the priorwritten consent of the Required Lenders shall also be required. For the avoidance ofdoubt, the MEI Contingency Reserve Amount for a Motion Picture shall not be includedin the Budget for such Motion Picture.”
 
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(d) Section 7(a)(viii) of the Master Agreement is hereby amended to add at the end thereof asfollows:“Increased Contingency Completion Bond. In the event that MPROD satisfiesthe MEI Contingency Reserve Requirements for a Completion Bond, the terms forsuch Completion Bond shall be modified from those set forth in Annex 7 asprovided on Annex 7.1 (such modified Completion Bond referred to herein asan “Increased Contingency Completion Bond”). In connection with each IncreasedContingency Completion Bond, the parties agree that the expenditure of theContingency shall be: (i) first, from the Standard Contingency included in theapplicable Budget; (ii) thereafter, from the applicable MEI Contingency ReserveAmount contained in the MEI Contingency Reserve Account.”(e) Section 3 of the Credit Agreement is hereby amended to add the following new Section 3.06:“Section 3.06 MEI Contingency Reserve Account. Within twenty (20) BusinessDays of the date of this Amendment No. 8, the Borrower shall establish the MEIContingency Reserve Account with the Collection Account Bank. Without limitingArticle IV of the Credit Agreement, the Borrower hereby grants a security interestto the Collateral Agent, for the benefit of the Secured Parties, in the MEIContingency Reserve Account and all amounts and investments on deposit or heldtherein to secure all Obligations of the Borrower to the Secured Parties under theCredit Agreement and the other Transaction Documents. The Borrower hereby agreesthat the Collateral Agent shall have exclusive dominion and control over the MEIContingency Reserve Account and that the Collection Account Bank will comply solelywith instructions originated by the Collateral Agent (i) directing disposition ofthe funds or (ii) directing transfer or redemption of the financial assets in theMEI Contingency Reserve Account without further consent by the Borrower or anyMarvel Company but with notice thereto; provided, that until the CollateralAgent provides notice to the contrary to the Collection Account Bank, the CollectionAccount Bank shall be entitled to comply with the investment directions originatedby the Borrower without further consent by the Collateral Agent.The Collateral Agent shall instruct the Collection Account Bank to withdraw fundsfrom the MEI Contingency Reserve Account under the following circumstances: (i) uponnotice (the form of which is attached hereto as Appendix A) from theCompletion Guarantor that the Standard Contingency for a Motion Picture has beenexhausted to fund the Production Price for such Motion Picture; (ii) upon notice(the form of which is attached hereto as Appendix B) from the Borrower thatthe Guarantor’s Aggregate Obligation for a Motion Picture has been exhausted to fundany amounts otherwise payable by the Completion Guarantor pursuant to the IncreasedContingency Completion Bond for such Motion Picture to the Beneficiaries (as definedin such Increased Contingency Completion Bond); and (iii) upon both notice (the formof which is attached hereto as Appendix C) from the Completion Guarantor ofDelivery of the applicable Motion Picture and notice (the form of which is attachedhereto as Appendix D) from the Borrower to pay any remaining MEI ContingencyReserve Amount for such Motion Picture to MEI. Except pursuant to the conditions setforth above, the Borrower shall not instruct the Collection Account Bank towithdraw or transfer any funds or financial assets held in the MEI ContingencyReserve Account.
 
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The taxpayer identification number associated with the MEI Contingency ReserveAccount shall be that of the Borrower and the Borrower will report for federal,state and local income tax purposes, the income, if any, represented by the MEIContingency Reserve Account. The Collection Account Bank and the Collateral Agentshall be entitled to rely on this Section notwithstanding any contrary provisionherein and the Borrower agrees to enter into a separate control agreement withrespect to the MEI Contingency Reserve Account pursuant to Section 4.07 of theCredit Agreement.”(f) Attached to this Amendment No. 8 is Annex 7.1.(g) Inclusion of the MEI Contingency Reserve Account in the Collateral. Section 4.01of the Credit Agreement is hereby amended to add at the end thereof:“(o) For the avoidance of doubt, the Collateral shall include the Borrower’sinterest in the MEI Contingency Reserve Account and Article IV of the CreditAgreement shall apply to the MEI Contingency Reserve Account.”(h) Authorization to Establish the MEI Contingency Reserve Account. Ambachereby authorizes the Collateral Agent and the Collateral Agent hereby agrees to establishand control the MEI Contingency Reserve Account as contemplated by this Amendment No. 8.Ambac, as the Control Party, hereby authorizes and instructs the Collateral Agent to executeand deliver this Amendment.SECTION 2. Maximum Budget for *Iron Man II*Withrespect to the Picture entitled *Iron Man II*(**“*Iron Man II***”**), Ambac hereby consentsto a Maximum Budget of not more than the amount set forth on Exhibit A. MSI herebywaives its Fixed Producer Fee for Iron Man II. For the avoidance of doubt, MSI’s Back-EndProducer Fee for Iron Man II shall be an amount equal to five percent (5.0%) of theaggregate of the Gross Receipts and Co-Financing Amounts for Iron Man II. The Marvel Partiesagree that all amounts received with respect to MSI’s Back-End Producer Fee for Iron Man IIup to the Additional Amount shall be deposited into the Collection Account within five (5)Business Days after receipt.SECTION 3. Definition of Permitted InvestmentsThe definition of Permitted Investments set forth in Section 1.01(b) of the CreditAgreement is hereby amended and restated as follows:““Permitted Investments” shall mean:(a) cash (insured at all times by the Federal Deposit Insurance Corporation);
 
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(b) direct obligations of (including obligations issued or held in book entry form onthe books of) the Department of the Treasury of the United States of America;(c) obligations of the following federal agencies of the United States whichobligations represent the full faith and credit of the United States of America: (1) ExportImport Bank; (2) Rural Economic Community Development Administration; (3) US MaritimeAdministration; (4) Small Business Administration; (5) US Department of Housing & UrbanDevelopment (PHAs); (6) Federal Housing Administration; (7) Federal Financing Bank; and (8)any other federal agencies of the United States which obligations represent the full faithand credit of the United States of America and are approved in writing by the Control Party;(d) direct obligations of any of the following federal agencies which obligations arenot fully guaranteed by the full faith and credit of the United States of America:(i) senior debt obligations rated “Aaa” by Moody’s and “AAA” by S&P issued bythe Federal National Mortgage Association (FNMA) or Federal Home Loan MortgageCorporation (FHLMC);(ii) senior debt obligations rated “Aaa” by Moody’s and “AAA” by S&P of theFederal Home Loan Bank System; and(iii) senior debt obligations of other government sponsored agencies approvedin writing by the Control Party and with notification to the Rating Agencies;(e) dollar denominated deposit accounts, federal funds and bankers’ acceptances withdomestic commercial banks which have a rating on their short term certificates of deposit onthe date of purchase of “P-1” by Moody’s and “A-1” or “A-1+” by S&P and maturing no morethan 360 calendar days after the date of purchase (ratings on holding companies are notconsidered as the ratings of the bank) ratings at the time of purchase must be “stable”;(f) commercial paper, excluding asset-backed commercial paper (“ABCP”) and excludingextendable commercial paper, which is rated at the time of purchase in the single highestclassification, “P-1” by Moody’s and “A-1+” by S&P and which matures not more than 90calendar days after the date of purchase ratings at the time of purchase must be “stable”;(g) investments in money market funds rated “AAAm” or “AAAm-G” or better by S&P(including those managed by the Collateral Agent or its Affiliates);(h) debt obligations or other obligations of any state of the United States of Americaor of any agency, instrumentality or local governmental unit of any such state which are notcallable at the option of the obligor prior to maturity or as to which irrevocableinstructions have been given by the obligor to call on the date specified in the notice, and(i) which are rated, based on an irrevocable escrow account or fund (the“escrow”), in the highest rating category of S&P and Moody’s or any successors thereto;or
 
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(ii) (A) which are fully secured as to principal and interest and redemptionpremium, if any, by an escrow consisting only of cash or obligations described inclause (c) above, which escrow may be applied only to the payment of suchprincipal of and interest and redemption premium, if any, on such obligations orother obligations on the maturity date or dates thereof or the specified redemptiondate or dates pursuant to such irrevocable instructions, as appropriate, and (b) whichescrow is sufficient, as verified by a nationally recognized independent certifiedpublic accountant, to pay principal of and interest and redemption premium, if any, onthe obligations or other obligations described in this paragraph on the maturity dateor dates specified in the irrevocable instructions referred to above, as appropriate;(i) municipal obligations rated “Aaa” by Moody’s and “AAA” by S&P or generalobligations of States of the United States of America with a rating of at least “Aa2” byMoody’s and “AA” by S&P; and(j) investment agreements approved in writing by the Control Party with notification tothe Rating Agencies.Any Permitted Investment may be purchased by or through the Collateral Agent or itsAffiliates. All Permitted Investments held in the Collection Account and Class A LiquidityReserve Account, and Permitted Investments in the Borrower Blocked Account up to an amountequal to the Minimum Interest Reserve, shall mature no later than the following QuarterlyPayment Date.”SECTION 4. Representations and Warranties of the Marvel Parties.4.1 The Marvel Parties each hereby represent and warrant to Ambac as follows:(a) It is a corporation or limited liability company, as applicable, duly organized, validlyexisting and in good standing under the laws of the State of Delaware.(b) The execution, delivery and performance by it of this Amendment No. 8 and each TransactionDocument to which it is a party, and the transactions contemplated hereby and thereby, are withinits limited liability company or corporate powers, have been duly authorized by all necessarylimited liability company or corporate action, and do not (i) contravene, or constitute a defaultunder, its constitutive documents, (ii) violate any Law or applicable writ, judgment, injunction,decree, determination or award except where such violations, individually or in the aggregate,could not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or resultin the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage,deed of trust, lease or other instrument binding on it or any of its properties, in each case whichbreach or default has not been permanently waived in accordance therewith or (iv) result in orrequire the creation or imposition of any Adverse Claim upon or with respect to any of itsproperties, other than Permitted Liens.(c) No consent of any other Person and no authorization or approval or other action by, and nonotice to or filing with, any governmental authority or regulatory body or any other third partythat has not been obtained is required for the due execution, delivery or performance by it of thisAmendment No. 8 or any Transaction Document to which it is or is to be a party.
 
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(d) This Amendment No. 8 has been, and each Transaction Document to which it is a party hasbeen, duly executed and delivered by it and is its legal, valid and binding obligation, enforceableagainst it in accordance with the terms of such document, except as may be limited by applicablebankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limitingcreditors’ rights generally or by equitable principles.4.2 In addition, the Marvel Parties each hereby represent and warrant to Ambac asfollows:No Event of Default, Potential Event of Default, MSI Default Event, MEI Event of Default orAcceleration Event has occurred and is continuing or would result from the execution, delivery andperformance by it of this Amendment No. 8 and the transactions contemplated hereby.SECTION 5. Reference to and Effect on the Transaction Documents, Etc.(a) This Amendment No. 8 shall pertain only to the matters expressly referred to above and iseffective only for the limited purposes set forth above, and shall not be deemed to authorize anyother action or non-compliance on the Borrower’s, MPROD’s, MEI’s or Marvel Studio’s part.(b) The Transaction Documents, as specifically modified by Amendment No. 1, Amendment No. 2,Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, AcknowledgmentNo. 1 and this Amendment No. 8 are and shall continue to be in full force and effect and are herebyin all respects ratified and confirmed. This Amendment No. 8 constitutes the entire agreement ofthe parties hereto with respect to the subject matter hereof, there being no other agreements orunderstandings, oral, written or otherwise, respecting such subject matter, any such agreement orunderstanding being superseded hereby.SECTION 6. Execution in Counterparts. This Amendment No. 8 may be executed in anynumber of counterparts and by any combination of the parties hereto in separate counterparts, eachof which counterparts shall be an original and all of which taken together shall constitute one andthe same Amendment No. 8. Delivery of an executed counterpart of a signature page to thisAmendment No. 8 by facsimile shall be effective as delivery of a manually executed counterpart ofthis Amendment No. 8.SECTION 7. Governing Law. This Amendment No. 8 shall be governed by, and construed inaccordance with, the internal laws of the State of New York.SECTION 8. Amendment Fee. Within ten (10) days of execution of this Amendment No. 8,the Borrower shall pay to Ambac an amendment fee of $250,000 and this Amendment No. 8 shall only beeffective upon such payment to Ambac.[Signature pages follow]
 
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IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 8 to be executed by theirrespective officers thereunto duly authorized, as of the date first above written.      AMBAC ASSURANCE CORPORATION**