NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, the undersigned hereby agree as follows:SECTION 1. Class A Liquidity Reserve(a) The definition of Class A Liquidity Reserve Amount set forth in Section 1.01(b) is herebyamended and restated as follows:“Class A Liquidity Reserve Amount” shall mean $25,000,000 provided,that in the event that a Release Requirement is not satisfied or Borrower or itsAffiliates know that a Release Requirement will not, with the passage of time, besatisfied, then the Class A Liquidity Reserve Amount shall immediately thereupon andat all times thereafter be increased to $45,000,000. For the avoidance of doubt andnotwitstanding any provision of the Transaction Documents to the contrary, the ClassA Liquidity Reserve Amount shall in no event be increased above $45,000,000.”(b) Section 1.01(b) is hereby amended to add the following definition:“Release Requirement” shall mean each of: (i) the initial domestic theatricalwide release of at least one Completed Film by the Studio Distributor occurs in each ofcalendar year 2010, 2011 and 2012; and (ii) the initial domestic theatrical wide release ofthe sixth (6) Completed Film by the Studio Distributor occurs on or prior to August 26,2012.(c) Section 2.02(d)(ii)(C) is hereby amended and restated as follows:“(C) to fund the Class A Liquidity Reserve Account: (i) on the last Business Day ofthe Capitalization Period, the Class A Liquidity Reserve Amount on such date; and(ii) in the event that a Release Requirement is not satisfied, or Borrower or itsAffiliates know that a Release Requirement will not, with the passage of time, besatisfied, the additional amount of the Class A Liquidity Reserve Deficit. For theavoidance of doubt and notwithstanding the forgoing, if multiple ReleaseRequirements aren’t satisfied the Borrower shall only be required to fund fromproceeds of Borrowings pursuant to this Section 2.02(d)(ii)(C)(ii) the ClassA Liquidity Reserve Deficit once (it being understood that the foregoing shall notlimit the Borrower’s obligations pursuant to Section 3.01(c)(xii) orotherwise pursuant to the Transaction Documents to apply funds in the CollectionAccount to the Class A Liquidity Reserve Account in the amount of the Class ALiquidity Reserve Deficit). The Borrower hereby represents, warrants and covenantsthat in the event that a Release Requirement is not satisfied, or Borrower or itsAffiliates know that a Release Requirement will not, with the passage of time, besatisfied, Borrower shall provide immediate (i.e., that same day) written notice toAmbac and the Collateral Agent of such event.”(d) Section 2.02(e) is hereby amended to add at the end thereof:“In the event that a Release Requirement is not satisfied, or Borrower or itsAffiliates know that a Release Requirement will not, with the passage of time, besatisfied, the Borrower shall immediately (i.e., that same day) request a Borrowingpursuant to Section 2.02(a) to be made as soon as permitted underSection 2.02(a) in the amount of the Class A Liquidity Reserve Deficit, andinstruct the Administrative Agent, upon receipt of such funds from the Lenders, todirect such funds to the Class A Liquidity Reserve Account. For the avoidance ofdoubt and notwithstanding the forgoing, if multiple Release Requirements aren’tsatisfied the Borrower shall only be required to fund from proceeds of Borrowingspursuant to this Section 2.02(e) the Class A Liquidity Reserve Deficit once(it being understood that the foregoing shall not limit the Borrower’s obligationspursuant to Section 3.01(c)(xii) or otherwise pursuant to the TransactionDocuments to apply funds in the Collection Account to the Class A Liquidity ReserveAccount in the amount of the Class A Liquidity Reserve Deficit).”
 
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(e) Section 5.02(xviii) is hereby amended and restated as follows:“The sum of (a) the excess of the aggregate Class A Lender Commitments over theaggregate outstanding Class A Advances, plus (b) the excess of the balanceon deposit in the Borrower Blocked Account over the Minimum Interest Reserve,exceeds the sum of (x) the aggregate unfunded Direct Negative Cost for all MotionPictures in production, plus (y) the Direct Negative Cost for the MotionPicture related to the proposed Initial Funding plus (z) (i) solely duringthe Capitalization Period, $45,000,000; or (ii) after the Capitalization Period hasended and until (a) all Release Requirements have been satisfied or (b) the Class ALiquidity Reserve Account has been funded pursuant to Section2.02(d)(ii)(C)(ii), $20,000,000; or (iii) after the occurrence of an eventspecified in (ii)(a) or (b) above, $0.”SECTION 2. Representations and Warranties of the Marvel Parties.2.1 The Marvel Parties each hereby represents and warrants 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. 7 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. 7 or any Transaction Document to which it is or is to be a party.
 
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(d) This Amendment No. 7 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.2.2 In addition, the Marvel Parties each hereby represents and warrants 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. 7 and the transactions contemplated hereby.SECTION 3. Reference to and Effect on the Transaction Documents, Etc.(a) This Amendment No. 7 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 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, Acknowledgment No. 1 and thisAmendment No. 7 are and shall continue to be in full force and effect and are hereby in allrespects ratified and confirmed. This Amendment No. 7 constitutes the entire agreement of theparties 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 4. Execution in Counterparts. This Amendment No. 7 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. 7. Delivery of an executed counterpart of a signature page to thisAmendment No. 7 by facsimile shall be effective as delivery of a manually executed counterpart ofthis Amendment No. 7.SECTION 5. Governing Law. This Amendment No. 7 shall be governed by, and construed inaccordance with, the internal laws of the State of New York.SECTION 6. Amendment Fee. Within ten (10) days of execution of this Amendment No. 7,the Borrower shall pay to Ambac an amendment fee of $35,000 and this Amendment No. 7 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. 7 to be executed by theirrespective officers thereunto duly authorized, as of the date first above written.      AMBAC ASSURANCE CORPORATION