<PAGE>
 
                                                                    EXHIBIT 10.5

                                                                       EXECUTION
                                                                            COPY

--------------------------------------------------------------------------------


                         REGISTRATION RIGHTS AGREEMENT



                            Dated February 25, 1999



                                     among



                           MARVEL ENTERPRISES, INC.

                          MEI HOLDING COMPANY F CORP.

                          MEI HOLDING COMPANY S CORP.

                         MEI HOLDING COMPANY FHF CORP.

                                   MRV, INC.

                       MALIBU COMICS ENTERTAINMENT, INC.

                            MARVEL CHARACTERS, INC.

                       MARVEL ENTERTAINMENT GROUP, INC.

                        MARVEL RESTAURANT VENTURE CORP.


                                      and


                       MORGAN STANLEY & CO. INCORPORATED

--------------------------------------------------------------------------------
<PAGE>
 
                         REGISTRATION RIGHTS AGREEMENT


          THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into February 25, 1999, among MARVEL ENTERPRISES, INC., a Delaware
corporation (the "Company"), the subsidiaries of the Company listed in Annex A
(the "Guarantors") and MORGAN STANLEY & CO. INCORPORATED and WARBURG DILLON READ
LLC (the "Placement Agents").

          This Agreement is made pursuant to the Placement Agreement dated
February 17, 1999, among the Company, the Guarantors and the Placement Agents
(the "Placement Agreement"), which provides for the sale by the Company to the
Placement Agents of an aggregate of $250,000,000 principal amount of the
Company's 12% Senior Notes Due 2009 (the "Securities").  The Securities will be
fully and unconditionally guaranteed on an unsubordinated basis by the
Guarantors.  In order to induce the Placement Agents to enter into the Placement
Agreement, the Company and the Guarantors have agreed to provide to the
Placement Agents and its direct and indirect transferees the registration rights
set forth in this Agreement.  The execution of this Agreement is a condition to
the closing under the Placement Agreement.

          In consideration of the foregoing, the parties hereto agree as
follows:

          1.   Definitions.
               ----------- 

          As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

          "1933 Act" shall mean the Securities Act of 1933, as amended from time
           --------                                                             
     to time.

          "1934 Act" shall mean the Securities Exchange Act of 1934, as amended
           --------                                                            
     from time to time.

          "Closing Date" shall mean the Closing Date as defined in the Placement
           ------------                                                         
     Agreement.

          "Company" shall have the meaning set forth in the preamble and shall
           -------                                                            
     also include the Company's successors.

          "Exchange Offer" shall mean the exchange offer by the Company of
           --------------                                                 
     Exchange Securities for Registrable Securities pursuant to Section 2(a)
     hereof.
<PAGE>
 
                                       2

          "Exchange Offer Registration" shall mean a registration under the 1933
           ---------------------------                                          
     Act effected pursuant to Section 2(a) hereof.

          "Exchange Offer Registration Statement" shall mean an exchange offer
           -------------------------------------                              
     registration statement on Form S-4 (or, if applicable, on another
     appropriate form) and all amendments and supplements to such registration
     statement, in each case including the Prospectus contained therein, all
     exhibits thereto and all material incorporated by reference therein.

          "Exchange Securities" shall mean securities issued by the Company and
           -------------------                                                 
     severally guaranteed by the Guarantors under the Indenture containing terms
     identical to the Securities (except that the Exchange Securities will not
     contain restrictions on transfer) and to be offered to Holders of
     Securities in exchange for Securities pursuant to the Exchange Offer.

          "Guarantors" shall have the meaning set forth in the preamble and
           ----------                                                      
     shall also include any Guarantor's successor.

          "Holder" shall mean the Placement Agents, for so long as they own any
           ------                                                              
     Registrable Securities, and each of their successors, assigns and direct
     and indirect transferees who become registered owners of Registrable
     Securities under the Indenture; provided that, for purposes of Sections 4
                                     --------                                 
     and 5 of this Agreement, the term "Holder" shall include Participating
     Broker-Dealers (as defined in Section 4(a)).

          "Indenture" shall mean the Indenture relating to the Securities dated
           ---------                                                           
     as of February 25, 1999, among the Company, the Guarantors and IBJ
     Whitehall Bank & Trust Company, as trustee, and as the same may be amended
     from time to time in accordance with the terms thereof.

          "Majority Holders" shall mean the Holders of a majority of the
           ----------------                                             
     aggregate principal amount of outstanding Registrable Securities; provided
                                                                       --------
     that, whenever the consent or approval of Holders of a specified percentage
     of Registrable Securities is required hereunder, Registrable Securities
     held by the Company shall not be counted in determining whether such
     consent or approval was given by the Holders of such required percentage or
     amount.

          "Person" shall mean an individual, partnership, limited liability
           ------                                                          
     company, corporation, trust or unincorporated organization, or a government
     or agency or political subdivision thereof.

          "Placement Agents" shall have the meaning set forth in the preamble.
           ---------------                                                    
          "Placement Agreement" shall have the meaning set forth in the
           -------------------                                         
     preamble.
<PAGE>
 
                                       3

          "Prospectus" shall mean the prospectus included in a Registration
           ----------                                                      
     Statement, including any preliminary prospectus, and any such prospectus as
     amended or supplemented by any prospectus supplement, including a
     prospectus supplement with respect to the terms of the offering of any
     portion of the Registrable Securities covered by a Shelf Registration
     Statement, and by all other amendments and supplements to such prospectus,
     and in each case including all material incorporated by reference therein.

          "Registrable Securities" shall mean the Securities and the guarantees
           ----------------------                                              
     thereof by the Guarantors; provided, however, that the Securities and the
                                --------  -------                             
     guarantees shall cease to be Registrable Securities (i) when a Registration
     Statement with respect to such Securities and guarantees shall have been
     declared effective under the 1933 Act and such Securities and guarantees
     shall have been exchanged or disposed of pursuant to such Registration
     Statement, (ii) when such Securities and guarantees have been sold to the
     public pursuant to Rule 144(k) (or any similar provision then in force, but
     not Rule 144A) under the 1933 Act or (iii) when such Securities and
     guarantees shall have ceased to be outstanding.

          "Registration Expenses" shall mean any and all expenses incident to
           ---------------------                                             
     performance of or compliance by the Company and the Guarantors with this
     Agreement, including without limitation:  (i) all SEC, stock exchange or
     National Association of Securities Dealers, Inc. registration and filing
     fees, (ii) all fees and expenses incurred in connection with compliance
     with state securities or blue sky laws (including reasonable fees and
     disbursements of counsel for any underwriters or Holders in connection with
     blue sky qualification of any of the Exchange Securities or Registrable
     Securities), (iii) all expenses of any Persons in preparing or assisting in
     preparing, word processing, printing and distributing any Registration
     Statement, any Prospectus, any amendments or supplements thereto, any
     underwriting agreements, securities sales agreements and other documents
     relating to the performance of and compliance with this Agreement, (iv) all
     rating agency fees, (v) all fees and disbursements relating to the
     qualification of the Indenture under applicable securities laws, (vi) the
     fees and disbursements of the Trustee and its counsel, (vii) the fees and
     disbursements of counsel for the Company and the Guarantors and, in the
     case of a Shelf Registration Statement, the reasonable fees and
     disbursements of one counsel for the Holders (which counsel shall be
     selected by the Majority Holders and which counsel may also be counsel for
     the Placement Agents) and (viii) the fees and disbursements of the
     independent public accountants of the Company and the Guarantors, including
     the expenses of any special audits or "cold comfort" letters required by or
     incident to such performance and compliance, but excluding fees and
     expenses of counsel to the underwriters (other than fees and expenses set
     forth in clause (ii) above) or the Holders 
<PAGE>
 
                                       4

     and underwriting discounts and commissions and transfer taxes, if any,
     relating to the sale or disposition of Registrable Securities by a Holder.

          "Registration Statement" shall mean any registration statement of the
           ----------------------                                              
     Company and the Guarantors that covers any of the Exchange Securities or
     Registrable Securities pursuant to the provisions of this Agreement and all
     amendments and supplements to any such Registration Statement, including
     post-effective amendments, in each case including the Prospectus contained
     therein, all exhibits thereto and all material incorporated by reference
     therein.

          "SEC" shall mean the Securities and Exchange Commission.
           ---                                                    

          "Shelf Registration" shall mean a registration effected pursuant to
           ------------------                                                
     Section 2(b) hereof.

          "Shelf Registration Statement" shall mean a "shelf" registration
           ----------------------------                                   
     statement of the Company and the Guarantors pursuant to the provisions of
     Section 2(b) of this Agreement which covers all of the Registrable
     Securities (but no other securities unless approved by the Holders whose
     Registrable Securities are covered by such Shelf Registration Statement) on
     an appropriate form under Rule 415 under the 1933 Act, or any similar rule
     that may be adopted by the SEC, and all amendments and supplements to such
     registration statement, including post-effective amendments, in each case
     including the Prospectus contained therein, all exhibits thereto and all
     material incorporated by reference therein.

          "Trustee" shall mean the trustee with respect to the Securities under
           -------                                                             
     the Indenture.

          "Underwriter" shall have the meaning set forth in Section 3 hereof.
           -----------                                                       

          "Underwritten Registration" or "Underwritten Offering" shall mean a
           -------------------------      ---------------------              
     registration in which Registrable Securities are sold to an Underwriter for
     reoffering to the public.
<PAGE>
 
                                       5

          2.   Registration Under the 1933 Act.
               ------------------------------- 

          (a)  To the extent not prohibited by any applicable law or applicable
interpretation of the Staff of the SEC, the Company and the Guarantors shall use
their best efforts to cause to be filed an Exchange Offer Registration Statement
covering the offer by the Company and the Guarantors to the Holders to exchange
all of the Registrable Securities for Exchange Securities and to have such
Registration Statement remain effective until the closing of the Exchange Offer.
The Company and the Guarantors shall commence the Exchange Offer promptly after
the Exchange Offer Registration Statement has been declared effective by the SEC
and use their best efforts to have the Exchange Offer consummated not later than
60 days after such effective date.  The Company and the Guarantors shall
commence the Exchange Offer by mailing the related exchange offer Prospectus and
accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law:

          (i)    that the Exchange Offer is being made pursuant to this
     Registration Rights Agreement and that all Registrable Securities validly
     tendered will be accepted for exchange;

          (ii)   the dates of acceptance for exchange (which shall be a period
     of at least 20 business days from the date such notice is mailed) (the
     "Exchange Dates");

          (iii)  that any Registrable Security not tendered will remain
     outstanding and continue to accrue interest, but will not retain any rights
     under this Registration Rights Agreement;

          (iv)   that Holders electing to have a Registrable Security exchanged
     pursuant to the Exchange Offer will be required to surrender such
     Registrable Security, together with the enclosed letters of transmittal, to
     the institution and at the address (located in the Borough of Manhattan,
     The City of New York) specified in the notice prior to the close of
     business on the last Exchange Date; and

          (v)    that Holders will be entitled to withdraw their election, not
     later than the close of business on the last Exchange Date, by sending to
     the institution and at the address (located in the Borough of Manhattan,
     The City of New York) specified in the notice a telegram, telex, facsimile
     transmission or letter setting forth the name of such Holder, the principal
     amount of Registrable Securities delivered for exchange and a statement
     that such Holder is withdrawing his election to have such Securities
     exchanged.

          As soon as practicable after the last Exchange Date, the Company and
the Guarantors shall:
<PAGE>
 
                                       6

          (i)  accept for exchange Registrable Securities or portions thereof
     tendered and not validly withdrawn pursuant to the Exchange Offer; and

          (ii) deliver, or cause to be delivered, to the Trustee for
     cancellation all Registrable Securities or portions thereof so accepted for
     exchange by the Company and issue, and cause the Trustee to promptly
     authenticate and mail to each Holder, an Exchange Security equal in
     principal amount to the principal amount of the Registrable Securities
     surrendered by such Holder.

The Company and the Guarantors shall use their best efforts to complete the
Exchange Offer as provided above and shall comply with the applicable
requirements of the 1933 Act, the 1934 Act and other applicable laws and
regulations in connection with the Exchange Offer.  The Exchange Offer shall not
be subject to any conditions, other than that the Exchange Offer does not
violate applicable law or any applicable interpretation of the Staff of the SEC.
The Company shall inform the Placement Agents of the names and addresses of the
Holders to whom the Exchange Offer is made, and the Placement Agents shall have
the right, subject to applicable law, to contact such Holders and otherwise
facilitate the tender of Registrable Securities in the Exchange Offer.

          (b)  In the event that (i) the Company and the Guarantors determine
that the Exchange Offer Registration provided for in Section 2(a) above is not
available or may not be consummated as soon as practicable after the last
Exchange Date because it would violate applicable law or the applicable
interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any
other reason consummated by August 25, 1999 or (iii) the Exchange Offer has been
completed and in the opinion of counsel for the Placement Agents a Registration
Statement must be filed and a Prospectus must be delivered by the Placement
Agents in connection with any offering or sale of Registrable Securities, the
Company and the Guarantors shall use their best efforts to cause to be filed as
soon as practicable after such determination, date or notice of such opinion of
counsel is given to the Company, as the case may be, a Shelf Registration
Statement providing for the sale by the Holders of all of the Registrable
Securities and to have such Shelf Registration Statement declared effective by
the SEC.  In the event the Company and the Guarantors are required to file a
Shelf Registration Statement solely as a result of the matters referred to in
clause (iii) of the preceding sentence, the Company and the Guarantors shall use
their best efforts to file and have declared effective by the SEC both an
Exchange Offer Registration Statement pursuant to Section 2(a) with respect to
all Registrable Securities and a Shelf Registration Statement (which may be a
combined Registration Statement with the Exchange Offer Registration Statement)
with respect to offers and sales of Registrable Securities held by the Placement
Agents after completion of the Exchange Offer.  The Company and the Guarantors
agree to use their best efforts to keep the Shelf Registration Statement
continuously effective until the expiration of the period referred to in Rule
144(k) with respect to the Registrable Securities or such shorter period that
will terminate when all of the Registrable Securities covered by the Shelf
Registration
<PAGE>
 
                                       7

Statement have been sold pursuant to the Shelf Registration Statement. The
Company and the Guarantors further agree to supplement or amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the 1933 Act or by any other rules and regulations
thereunder for shelf registration or if reasonably requested by a Holder with
respect to information relating to such Holder, and to use their best efforts to
cause any such amendment to become effective and such Shelf Registration
Statement to become usable as soon as thereafter practicable. The Company and
the Guarantors agree to furnish to the Holders of Registrable Securities copies
of any such supplement or amendment promptly after its being used or filed with
the SEC.

          (c) The Company and the Guarantors shall pay all Registration Expenses
in connection with the registration pursuant to Section 2(a) or Section 2(b).
Each Holder shall pay all underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of such Holder's Registrable
Securities pursuant to the Shelf Registration Statement.

          (d) An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC; provided, however, that, if, after it has been declared effective, the
         --------  -------                                                     
offering of Registrable Securities pursuant to a Shelf Registration Statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, such Registration Statement
will be deemed not to have become effective during the period of such
interference until the offering of Registrable Securities pursuant to such
Registration Statement may legally resume.  As provided for in the Indenture, in
the event the Exchange Offer is not consummated and the Shelf Registration
Statement is not declared effective on or prior to August 25, 1999, the interest
rate on the Securities will be increased by .5% per annum until the Exchange
Offer is consummated or the Shelf Registration Statement is declared effective
by the SEC.

          (e) Without limiting the remedies available to the Placement Agents
and the Holders, the Company and the Guarantors acknowledge that any failure by
the Company or the Guarantors to comply with their obligations under Section
2(a) and Section 2(b) hereof may result in material irreparable injury to the
Placement Agents or the Holders for which there is no adequate remedy at law,
that it will not be possible to measure damages for such injuries precisely and
that, in the event of any such failure, the Placement Agents or any Holder may
obtain such relief as may be required to specifically enforce the Company's or
the Guarantors' obligations under Section 2(a) and Section 2(b) hereof.
<PAGE>
 
                                       8

          3.   Registration Procedures.
               ----------------------- 

          In connection with the obligations of the Company and the Guarantors
with respect to the Registration Statements pursuant to Section 2(a) and Section
2(b) hereof, the Company and the Guarantors shall as expeditiously as possible:

          (a) prepare and file with the SEC a Registration Statement on the
     appropriate form under the 1933 Act, which form (x) shall be selected by
     the Company and the Guarantors and (y) shall, in the case of a Shelf
     Registration, be available for the sale of the Registrable Securities by
     the selling Holders thereof and (z) shall comply as to form in all material
     respects with the requirements of the applicable form and include or
     incorporate by reference all financial statements required by the SEC to be
     filed therewith, and use their best efforts to cause such Registration
     Statement to become effective and remain effective in accordance with
     Section 2 hereof;

          (b) prepare and file with the SEC such amendments and post-effective
     amendments to each Registration Statement as may be necessary to keep such
     Registration Statement effective for the applicable period and cause each
     Prospectus to be supplemented by any required prospectus supplement and, as
     so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to
     keep each Prospectus current during the period described under Section 4(3)
     and Rule 174 under the 1933 Act that is applicable to transactions by
     brokers or dealers with respect to the Registrable Securities or Exchange
     Securities;

          (c) in the case of a Shelf Registration, furnish to each Holder of
     Registrable Securities, to counsel for the Placement Agents, to counsel for
     the Holders and to each Underwriter of an Underwritten Offering of
     Registrable Securities, if any, without charge, as many copies of each
     Prospectus, including each preliminary Prospectus, and any amendment or
     supplement thereto and such other documents as such Holder or Underwriter
     may reasonably request, in order to facilitate the public sale or other
     disposition of the Registrable Securities; and the Company and the
     Guarantors consent to the use of such Prospectus and any amendment or
     supplement thereto in accordance with applicable law by each of the selling
     Holders of Registrable Securities and any such Underwriters in connection
     with the offering and sale of the Registrable Securities covered by and in
     the manner described in such Prospectus or any amendment or supplement
     thereto in accordance with applicable law;

          (d) use their best efforts to register or qualify the Registrable
     Securities under all applicable state securities or "blue sky" laws of such
     jurisdictions as any Holder of Registrable Securities covered by a
     Registration Statement shall reasonably request in writing by the time the
     applicable Registration Statement is declared effective by the SEC, to
     cooperate with such Holders in connection with any filings required to be
     made with the National Association of Securities Dealers, Inc. and do any
     and all 
<PAGE>
 
                                       9

     other acts and things which may be reasonably necessary or advisable to
     enable such Holder to consummate the disposition in each such jurisdiction
     of such Registrable Securities owned by such Holder; provided, however,
                                                          --------  -------
     that neither the Company nor any Guarantor shall be required to (i) qualify
     as a foreign corporation or as a dealer in securities in any jurisdiction
     where it would not otherwise be required to qualify but for this Section
     3(d), (ii) file any general consent to service of process or (iii) subject
     itself to taxation in any such jurisdiction if it is not so subject;

          (e) in the case of a Shelf Registration, notify each Holder of
     Registrable Securities, counsel for the Holders and counsel for the
     Placement Agents promptly and, if requested by any such Holder or counsel,
     confirm such advice in writing (i) when a Registration Statement has become
     effective and when any post-effective amendment thereto has been filed and
     becomes effective, (ii) of any request by the SEC or any state securities
     authority for amendments and supplements to a Registration Statement and
     Prospectus or for additional information after the Registration Statement
     has become effective, (iii) of the issuance by the SEC or any state
     securities authority of any stop order suspending the effectiveness of a
     Registration Statement or the initiation of any proceedings for that
     purpose, (iv) if, between the effective date of a Registration Statement
     and the closing of any sale of Registrable Securities covered thereby, the
     representations and warranties of the Company or any Guarantor contained in
     any underwriting agreement, securities sales agreement or other similar
     agreement, if any, relating to the offering cease to be true and correct in
     all material respects or if the Company or any Guarantor receives any
     notification with respect to the suspension of the qualification of the
     Registrable Securities for sale in any jurisdiction or the initiation of
     any proceeding for such purpose, (v) of the happening of any event during
     the period a Shelf Registration Statement is effective which makes any
     statement made in such Registration Statement or the related Prospectus
     untrue in any material respect or which requires the making of any changes
     in such Registration Statement or Prospectus in order to make the
     statements therein not misleading and (vi) of any determination by the
     Company or any Guarantor that a post-effective amendment to a Registration
     Statement would be appropriate;

          (f) make every reasonable effort to obtain the withdrawal of any order
     suspending the effectiveness of a Registration Statement at the earliest
     possible moment and provide immediate notice to each Holder of the
     withdrawal of any such order;

          (g) in the case of a Shelf Registration, furnish to each Holder of
     Registrable Securities, without charge, at least one conformed copy of each
     Registration Statement and any post-effective amendment thereto (without
     documents incorporated therein by reference or exhibits thereto, unless
     requested);
<PAGE>
 
                                      10

          (h) in the case of a Shelf Registration, cooperate with the selling
     Holders of Registrable Securities to facilitate the timely preparation and
     delivery of certificates representing Registrable Securities to be sold and
     not bearing any restrictive legends and enable such Registrable Securities
     to be in such denominations (consistent with the provisions of the
     Indenture) and registered in such names as the selling Holders may
     reasonably request at least one business day prior to the closing of any
     sale of Registrable Securities;

          (i) in the case of a Shelf Registration, upon the occurrence of any
     event contemplated by Section 3(e)(v) hereof, use their best efforts to
     prepare and file with the SEC a supplement or post-effective amendment to a
     Registration Statement or the related Prospectus or any document
     incorporated therein by reference or file any other required document so
     that, as thereafter delivered to the purchasers of the Registrable
     Securities, such Prospectus will not contain any untrue statement of a
     material fact or omit to state a material fact necessary to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading.  The Company and the Guarantors agree to notify the
     Holders to suspend use of the Prospectus as promptly as practicable after
     the occurrence of such an event, and the Holders hereby agree to suspend
     use of the Prospectus until the Company and the Guarantors have amended or
     supplemented the Prospectus to correct such misstatement or omission;

          (j) a reasonable time prior to the filing of any Registration
     Statement, any Prospectus, any amendment to a Registration Statement or
     amendment or supplement to a Prospectus or any document which is to be
     incorporated by reference into a Registration Statement or a Prospectus
     after initial filing of a Registration Statement, provide copies of such
     document to the Placement Agents and their counsel (and, in the case of a
     Shelf Registration Statement, the Holders and their counsel) and make such
     of the representatives of the Company and the Guarantors as shall be
     reasonably requested by the Placement Agents or their counsel (and, in the
     case of a Shelf Registration Statement, the Holders or their counsel)
     available for discussion of such document, and shall not at any time file
     or make any amendment to the Registration Statement, any Prospectus or any
     amendment of or supplement to a Registration Statement or a Prospectus or
     any document which is to be incorporated by reference into a Registration
     Statement or a Prospectus, of which the Placement Agents and their counsel
     (and, in the case of a Shelf Registration Statement, the Holders and their
     counsel) shall not have previously been advised and furnished a copy or to
     which the Placement Agents or their counsel (and, in the case of a Shelf
     Registration Statement, the Holders or their counsel) shall reasonably
     object;

          (k) obtain a CUSIP number for all Exchange Securities or Registrable
     Securities, as the case may be, not later than the effective date of a
     Registration Statement;
<PAGE>
 
                                      11

          (l) cause the Indenture to be qualified under the Trust Indenture Act
     of 1939, as amended (the "TIA"), in connection with the registration of the
     Exchange Securities or Registrable Securities, as the case may be,
     cooperate with the Trustee and the Holders to effect such changes to the
     Indenture as may be required for the Indenture to be so qualified in
     accordance with the terms of the TIA and execute, and use their
     commercially reasonable efforts to cause the Trustee to execute, all
     documents as may be required to effect such changes and all other forms and
     documents required to be filed with the SEC to enable the Indenture to be
     so qualified in a timely manner;

          (m) in the case of a Shelf Registration, make available for inspection
     by a representative of the Holders of the Registrable Securities, any
     Underwriter participating in any disposition pursuant to such Shelf
     Registration Statement, and attorneys and accountants designated by the
     Holders, at reasonable times and in a reasonable manner, all financial and
     other records, pertinent documents and properties of the Company and the
     Guarantors, and cause the respective officers, directors and employees of
     the Company and the Guarantors to supply all information reasonably
     requested by any such representative, Underwriter, attorney or accountant
     in connection with a Shelf Registration Statement;

          (n) in the case of a Shelf Registration, use their commercially
     reasonable efforts to cause all Registrable Securities to be listed on any
     securities exchange or any automated quotation system on which similar
     securities issued by the Company or any Guarantor are then listed if
     requested by the Majority Holders, to the extent such Registrable
     Securities satisfy applicable listing requirements;

          (o) use their commercially reasonable efforts to cause the Exchange
     Securities to be rated by two nationally recognized statistical rating
     organizations, to the extent the Registrable Securities are rated;

          (p) if reasonably requested by any Holder of Registrable Securities
     covered by a Registration Statement, (i) promptly incorporate in a
     Prospectus supplement or post-effective amendment such information with
     respect to such Holder as such Holder reasonably requests to be included
     therein and (ii) make all required filings of such Prospectus supplement or
     such post-effective amendment as soon as the Company has received
     notification of the matters to be incorporated in such filing; and

          (q) in the case of a Shelf Registration, enter into such customary
     agreements and take all such other actions in connection therewith
     (including those requested by the Holders of a majority of the Registrable
     Securities being sold) in order to expedite or facilitate the disposition
     of such Registrable Securities including, but not limited to, an
     Underwritten Offering and in such connection, (i) to the extent possible,
     make such 
<PAGE>
 
                                      12

     representations and warranties to the Holders and any Underwriters of such
     Registrable Securities with respect to the business of the Company and its
     subsidiaries, the Registration Statement, Prospectus and documents
     incorporated by reference or deemed incorporated by reference, if any, in
     each case, in form, substance and scope as are customarily made by issuers
     to underwriters in underwritten offerings and confirm the same if and when
     requested, (ii) obtain opinions of counsel to the Company and the
     Guarantors (which counsel and opinions, in form, scope and substance, shall
     be reasonably satisfactory to the Holders and such Underwriters and their
     respective counsel) addressed to each selling Holder and Underwriter of
     Registrable Securities, covering the matters customarily covered in
     opinions requested in underwritten offerings, (iii) obtain "cold comfort"
     letters from the independent certified public accountants of the Company
     and the Guarantors (and, if necessary, any other certified public
     accountant of any subsidiary of the Company or any Guarantor, or of any
     business acquired by the Company or any Guarantor for which financial
     statements and financial data are or are required to be included in the
     Registration Statement) addressed to each selling Holder and Underwriter of
     Registrable Securities, such letters to be in customary form and covering
     matters of the type customarily covered in "cold comfort" letters in
     connection with underwritten offerings, and (iv) deliver such documents and
     certificates as may be reasonably requested by the Holders of a majority in
     principal amount of the Registrable Securities being sold or the
     Underwriters, and which are customarily delivered in underwritten
     offerings, to evidence the continued validity of the representations and
     warranties of the Company and the Guarantors made pursuant to clause (i)
     above and to evidence compliance with any customary conditions contained in
     an underwriting agreement.

          In the case of a Shelf Registration Statement, the Company and the
Guarantors may require each Holder of Registrable Securities to furnish to the
Company and the Guarantors such information regarding the Holder and the
proposed distribution by such Holder of such Registrable Securities as the
Company and the Guarantors may from time to time reasonably request in writing.

          In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Company and the Guarantors of the
happening of any event of the kind described in Section 3(e)(v) hereof, such
Holder will forthwith discontinue disposition of Registrable Securities pursuant
to a Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if
so directed by the Company and the Guarantor, such Holder will deliver to the
Company and the Guarantors (at its expense) all copies in its possession, other
than permanent file copies then in such Holder's possession, of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice.  If the Company and the Guarantors shall give any such notice to suspend
the disposition of Registrable Securities pursuant to a Registration Statement,
the Company and the Guarantors shall extend the period during which the
<PAGE>
 
                                      13

Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Holders shall have
received copies of the supplemented or amended Prospectus necessary to resume
such dispositions.  Any such suspensions may not exceed 60 days during any 365-
day period.

          The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering.  In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers (the "Underwriters") that will
administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.

          4.   Participation of Broker-Dealers in Exchange Offer.
               ------------------------------------------------- 

          (a) The Staff of the SEC has taken the position that any broker-dealer
that receives Exchange Securities for its own account in the Exchange Offer in
exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a "Participating Broker-Dealer"), may
be deemed to be an "underwriter" within the meaning of the 1933 Act and must
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Securities.

          The Company and the Guarantors understand that it is the Staff's
position that if the Prospectus contained in the Exchange Offer Registration
Statement includes a plan of distribution containing a statement to the above
effect and the means by which Participating Broker-Dealers may resell the
Exchange Securities, without naming the Participating Broker-Dealers or
specifying the amount of Exchange Securities owned by them, such Prospectus may
be delivered by Participating Broker-Dealers to satisfy their prospectus
delivery obligation under the 1933 Act in connection with resales of Exchange
Securities for their own accounts, so long as the Prospectus otherwise meets the
requirements of the 1933 Act.

          (b) In light of the above, notwithstanding the other provisions of
this Agreement, the Company and the Guarantors agree that the provisions of this
Agreement as they relate to a Shelf Registration shall also apply to an Exchange
Offer Registration to the extent, and with such reasonable modifications thereto
as may be reasonably requested by the Placement Agents or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; provided that:
                       --------      

          (i) the Company and the Guarantors shall not be required to amend or
     supplement the Prospectus contained in the Exchange Offer Registration
     Statement, as would otherwise be contemplated by Section 3(i), for a period
     exceeding 180 days after 
<PAGE>
 
                                      14

     the last Exchange Date (as such period may be extended pursuant to the
     penultimate paragraph of Section 3 of this Agreement) and Participating
     Broker-Dealers shall not be authorized by the Company and the Guarantors to
     deliver and shall not deliver such Prospectus after such period in
     connection with the resales contemplated by this Section 4; and

          (ii) the application of the Shelf Registration procedures set forth in
     Section 3 of this Agreement to an Exchange Offer Registration, to the
     extent not required by the positions of the Staff of the SEC or the 1933
     Act and the rules and regulations thereunder, will be in conformity with
     the reasonable request to the Company and the Guarantors by the Placement
     Agents or with the reasonable request in writing to the Company and the
     Guarantors by one or more broker-dealers who certify to the Placement
     Agents and the Company and the Guarantors in writing that they anticipate
     that they will be Participating Broker-Dealers; and provided further that,
                                                         -------- -------      
     in connection with such application of the Shelf Registration procedures
     set forth in Section 3 to an Exchange Offer Registration, the Company and
     the Guarantors shall be obligated (x) to deal only with one entity
     representing the Participating Broker-Dealers, which shall be Morgan
     Stanley & Co. Incorporated unless it elects not to act as such
     representative, (y) to pay the fees and expenses of only one counsel
     representing the Participating Broker-Dealers, which shall be counsel to
     the Placement Agents unless such counsel elects not to so act and (z) to
     cause to be delivered only one, if any, "cold comfort" letter with respect
     to the Prospectus in the form existing on the last Exchange Date and with
     respect to each subsequent amendment or supplement, if any, effected during
     the period specified in clause (i) above.

          (c) The Placement Agents shall have no liability to the Company, any
Guarantor or any Holder with respect to any request that it may make pursuant to
Section 4(b) above.

          5.  Indemnification and Contribution.
              -------------------------------- 
<PAGE>
 
                                      15

          (a) Each of the Company and the Guarantors agrees jointly and
severally to indemnify and hold harmless the Placement Agents, each Holder and
each Person, if any, who controls the Placement Agents or any Holder within the
meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or
is under common control with, or is controlled by, the Placement Agents or any
Holder, from and against all losses, claims, damages and liabilities (including,
without limitation, any legal or other expenses reasonably incurred by the
Placement Agents, any Holder or any such controlling or affiliated Person in
connection with defending or investigating any such action or claim) caused by
any untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement (or any amendment thereto) pursuant to which Exchange
Securities or Registrable Securities were registered under the 1933 Act,
including all documents incorporated therein by reference, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (as amended or supplemented if the Company and the
Guarantors shall have furnished any amendments or supplements thereto), or
caused by any omission or alleged omission to state therein a material fact
necessary to make the statements therein in light of the circumstances under
which they were made not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission (i) based upon information relating to the
Placement Agents or any Holder furnished to the Company or the Guarantors in
writing through Morgan Stanley & Co. Incorporated or any selling Holder
expressly for use therein or (ii) contained in a Prospectus which the Company
has instructed Holders to discontinue using in accordance with Section 3(i)
hereof.  In connection with any Underwritten Offering permitted by Section 3,
the Company and the Guarantors will also indemnify the Underwriters, if any,
selling brokers, dealers and similar securities industry professionals
participating in the distribution, their officers and directors and each Person
who controls such Persons (within the meaning of the 1933 Act and the 1934 Act)
to the same extent as provided above with respect to the indemnification of the
Holders, if requested in connection with any Registration Statement.

          (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company and the Guarantors, the Placement Agents and the other
selling Holders, and each of their respective directors, officers who sign the
Registration Statement and each Person, if any, who controls the Company, the
Guarantors, the Placement Agents and any other selling Holder within the meaning
of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same
extent as the foregoing indemnity from the Company and the Guarantors to the
Placement Agents and the Holders, but only (i) with reference to information
relating to such Holder furnished to the Company and the Guarantors in writing
by such Holder expressly for use in any Registration Statement (or any amendment
thereto) or any Prospectus (or any amendment or supplement thereto) and (ii) in
connection with the use by a Holder of a Prospectus which the Company has
instructed Holders to discontinue using in accordance with Section 3(i) hereof.
<PAGE>
 
                                      16

          (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any Person in respect of which indemnity may be
sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the
"indemnified party") shall promptly notify the Person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them.  It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (a) the fees and expenses of more than one separate
firm (in addition to any local counsel) for the Placement Agents and all
Persons, if any, who control the Placement Agents within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Company, the Guarantors, its directors, its officers who sign the
Registration Statement and each Person, if any, who controls the Company or the
Guarantors within the meaning of either such Section and (c) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all Holders and all Persons, if any, who control any Holders within the meaning
of either such Section, and that all such fees and expenses shall be reimbursed
as they are incurred.  In such case involving the Placement Agents and Persons
who control the Placement Agents, such firm shall be designated in writing by
Morgan Stanley & Co. Incorporated.  In such case involving the Holders and such
Persons who control Holders, such firm shall be designated in writing by the
Majority Holders.  In all other cases, such firm shall be designated by the
Company.  The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent but, if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment.  Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party for such fees and expenses of counsel in accordance with such
request prior to the date of such settlement.  No indemnifying party shall,
without the prior written consent of the indemnified 
<PAGE>
 
                                      17

party, effect any settlement of any pending or threatened proceeding in respect
of which such indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.

          (d) If the indemnification provided for in paragraph (a) or paragraph
(b) of this Section 5 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities, then each indemnifying
party under such paragraph, in lieu of indemnifying such indemnified party
thereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party or parties on the one hand and of the indemnified party or parties on the
other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations.  The relative fault of the Company, the Guarantors and the
Holders shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or the Guarantors or by the Holders and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.  The Holders' respective obligations to contribute pursuant to this
Section 5(d) are several in proportion to the respective principal amount of
Registrable Securities of such Holder that were registered pursuant to a
Registration Statement.

          (e) The Company, the Guarantors and each Holder agree that it would
not be just or equitable if contribution pursuant to this Section 5 were
determined by pro rata allocation or by any other method of allocation that does
              --- ----                                                          
not take account of the equitable considerations referred to in paragraph (d)
above.  The amount paid or payable by an indemnified party as a result of the
losses, claims, damages and liabilities referred to in paragraph (d) above shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.  Notwithstanding the
provisions of this Section 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which
Registrable Securities were sold by such Holder exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.  No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.  The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.
<PAGE>
 
                                      18

          The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Placement Agents, any Holder or any Person controlling the Placement Agents
or any Holder, or by or on behalf of the Company, the Guarantors, their officers
or directors, or any Person controlling the Company or the Guarantors, (iii)
acceptance of any of the Exchange Securities and (iv) any sale of Registrable
Securities pursuant to a Shelf Registration Statement.

          6.  Miscellaneous.
              ------------- 

          (a) No Inconsistent Agreements.  Neither the Company nor the
              --------------------------                              
Guarantors have entered into, nor on or after the date of this Agreement will
enter into, any agreement which is inconsistent with the rights granted to the
Holders of Registrable Securities in this Agreement or otherwise conflicts with
the provisions hereof.  The rights granted to the Holders hereunder do not in
any way conflict with and are not inconsistent with the rights granted to the
holders of the Company's or the Guarantors' other issued and outstanding
securities under any such agreements.

          (b) Amendments and Waivers.  The provisions of this Agreement,
              ----------------------                                    
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company and the Guarantors have obtained the written
consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification,
supplement, waiver or consent; provided, however, that no amendment,
                               --------  -------                    
modification, supplement, waiver or consent to any departure from the provisions
of Section 5 hereof shall be effective as against any Holder of Registrable
Securities unless consented to in writing by such Holder.

          (c) Notices.  Except as provided in Section 6(j), all notices and
              -------                                                      
other communications provided for or permitted hereunder shall be made in
writing by hand-delivery, registered first-class mail, telex, telecopier, or any
courier guaranteeing overnight delivery (i) if to a Holder, at the most current
address given by such Holder to the Company by means of a notice given in
accordance with the provisions of this Section 6(c), which address initially is,
with respect to the Placement Agents, the address set forth in the Placement
Agreement; and (ii) if to the Company or the Guarantors, initially at the
Company's address set forth in the Placement Agreement and thereafter at such
other address, notice of which is given in accordance with the provisions of
this Section 6(c).

          All such notices and communications shall be deemed to have been duly
given:  at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next business day if timely delivered to an air courier guaranteeing
overnight delivery.
<PAGE>
 
                                      19

          Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

          (d) Successors and Assigns.  This Agreement shall inure to the benefit
              ----------------------                                            
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
                                --------                                       
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Placement Agreement.  If any transferee of any
Holder shall acquire Registrable Securities, in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Registrable
Securities such Person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement and such
Person shall be entitled to receive the benefits hereof.  The Placement Agents
(in their capacity as Placement Agents) shall have no liability or obligation to
the Company or the Guarantors with respect to any failure by a Holder to comply
with, or any breach by any Holder of, any of the obligations of such Holder
under this Agreement.

          (e) Third Party Beneficiary.  The Holders shall be third party
              -----------------------                                   
beneficiaries to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Placement Agents, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

          (f) Counterparts.  This Agreement may be executed in any number of
              ------------                                                  
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          (g) Headings.  The headings in this Agreement are for convenience of
              --------                                                        
reference only and shall not limit or otherwise affect the meaning hereof.

          (h) Governing Law.  This Agreement shall be governed by the laws of
              -------------                                                  
the State of New York.

          (i) Severability.  In the event that any one or more of the provisions
              ------------                                                      
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
<PAGE>
 
                                      20

          (j) Miscellaneous.  Each of the Company and the Guarantors agrees, for
              -------------                                                     
the sole benefit of the Placement Agents:

          (i)   prior to the consummation of the Exchange Offer or the
     effectiveness of a Shelf Registration Statement if, in the judgment of any
     Placement Agent, it or any of its affiliates (as such term is defined in
     the rules and regulations under the 1933 Act) is required to deliver an
     offering memorandum in connection with sales of, or market-making
     activities with respect to, the Securities or the Exchange Securities, (A)
     to periodically amend or supplement the Final Memorandum (as defined in the
     Placement Agreement) so that the information contained in the Final
     Memorandum complies with the requirements of Rule 144A of the 1933 Act, (B)
     to amend or supplement the Final Memorandum when necessary to reflect any
     material changes in the information provided therein so that the Final
     Memorandum will not contain any untrue statement of a material fact or omit
     to state any material fact necessary in order to make the statements
     therein, in light of the circumstances existing as of the date the Final
     Memorandum is so delivered, not misleading and (C) to provide such
     Placement Agent with copies of each such amended or supplemented Final
     Memorandum, as such Placement Agent may reasonably request;

          (ii)  following the consummation of the Exchange Offer or the
     effectiveness of a Shelf Registration Statement and for so long as the
     Securities or the Exchange Securities are outstanding, if, in the judgement
     of any Placement Agent, it or any of its affiliates (as such term is
     defined in the rules and regulations under the 1933 Act) is required to
     deliver a prospectus in connection with sales of, or market-making
     activities with respect to, such securities, (A) to periodically amend the
     applicable registration statement so that the information contained therein
     complies with the requirements of Section 10(a) of the 1933 Act, (B) if
     requested by such Placement Agent, within 45 days following the end of the
     Company's and the Guarantors' most recent fiscal quarter, to file a
     supplement to the prospectus included in the applicable registration
     statement which sets forth the financial results of the Company and the
     Guarantors for the previous quarter, (C) to amend the applicable
     registration statement or supplement the related prospectus or the
     documents incorporated therein when necessary to reflect any material
     changes in the information provided therein so that the registration
     statement and the prospectus will not contain any untrue statement of a
     material fact or omit to state any material fact necessary in order to make
     the statements therein, in light of the circumstances existing as of the
     date the prospectus is so delivered, not misleading and (D) to provide such
     Placement Agent with copies of each such amendment or supplement as such
     Placement Agent may request;

          (iii) notwithstanding clauses (i) and (ii) above, (A) prior to
     amending the Final Memorandum or to filing any post-effective amendment to
     any registration 
<PAGE>
 
                                      21

     statement or to supplementing any related prospectus, to furnish to the
     Placement Agents and their counsel, copies of all such documents proposed
     to be amended, filed or supplemented, and (B) it will not issue any
     amendment to the Final Memorandum, any post-effective amendment to a
     registration statement or any supplement to a prospectus to which the
     Placement Agents or their counsel shall object;

          (iv)   it shall notify the Placement Agents and their counsel and (if
     requested by any such person) confirm such advice in writing, (A) when any
     amendment to the Final Memorandum has been issued, when any prospectus
     supplement or amendment or post-effective amendment has been filed, and,
     with respect to any post-effective amendment, when the same has become
     effective, (B) of any request by the SEC for any post-effective amendment
     or supplement to a registration statement, any supplement or amendment to a
     prospectus or for additional information, (C) the issuance by the SEC of
     any stop order suspending the effectiveness of a registration statement or
     the initiation of any proceedings for that purpose, (D) of the receipt by
     it of any notification with respect to the suspension of the qualification
     of the Securities or the Exchange Securities for sale in any jurisdiction
     or the initiation or threatening of any proceedings for such purpose and
     (E) of the happening of any event which makes any statement made in the
     Final Memorandum, a registration statement, a prospectus or any amendment
     or supplement thereto untrue or which requires the making of any change in
     the Final Memorandum, a registration statement, a prospectus or any
     amendment or supplement thereto, in order to make the statements therein
     not misleading;

          (v)    it consents to the use of the Final Memorandum and any
     prospectus referred to in this paragraph (j) or any amendment or supplement
     thereto by any Placement Agent and its affiliates in connection with the
     offering and sale of the Securities or Exchange Securities, as the case may
     be; provided that upon receipt of any notice from the Company and the
     Guarantors of the happening of any event of the kind described in clause
     (iv)(E) of this paragraph (j), such Placement Agent and its affiliates will
     forthwith discontinue disposition of such Securities or Exchange Securities
     pursuant to any such Final Memorandum or prospectus until such Placement
     Agent and its affiliates receive copies of a supplemented or amended Final
     Memorandum or prospectus referred to in this paragraph (j); any such
     suspensions may not exceed 60 days in any 365-day period; any notices to
     the Placement Agents pursuant to this clause (v) shall be sent to Morgan
     Stanley & Co. Incorporated, 1585 Broadway, New York, NY, 10036, Attention:
     High Yield New Issues Group, facsimile number:  (212) 761-0587, with copies
     to (i) the Control Group, Attention of Bruce Bromberg, facsimile number
     (212) 761-9709 and (ii) the attention of Dwight Sipprelle, facsimile number
     (212) 761-3932, and shall be deemed to have been duly given or made only
     upon receipt.
<PAGE>
 
                                      22

          (vi)   In connection with any amendment or supplement to the Final
     Memorandum or the effectiveness of the Shelf Registration Statement or any
     amendment thereto or supplemental prospectus, in each case including any
     Form 10-K or Form 10-Q that is incorporated by reference in such Final
     Memorandum or Shelf Registration Statement required by this paragraph (j),
     it will cause to be provided to any Placement Agent an opinion of counsel
     (covering matters customarily covered in opinions delivered in underwritten
     offerings) and a "cold comfort" letter from the Company's and each
     Guaranto's independent public accountants (covering matters customarily
     covered in "cold comfort" letters delivered in underwritten offerings) and
     such documents and certificates as may be reasonably requested by such
     Placement Agent.

          (vii)  it will comply with the provisions of this paragraph (j) at its
     own expense and will reimburse the Placement Agents for their expenses
     associated with this paragraph (j) (including reasonable fees of counsel);
     and

          (viii) it hereby expressly acknowledges that the indemnification and
     contribution provisions of Section 8 of the Placement Agreement shall be
     specifically applicable and relate to each offering memorandum,
     registration statement, prospectus, amendment or supplement referred to in
     this paragraph (j) except with respect to losses, claims or liabilities
     resulting from the delivery of any offering memorandum or prospectus to the
     extent that it is established that such offering memorandum or prospectus
     was delivered by the Placement Agent after it received notice to
     discontinue using it in accordance with clause (v) of this paragraph (j).
<PAGE>
 
          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                               MARVEL ENTERPRISES, INC.


                               By /s/ William H. Hardie, III
                                 -------------------------------------
                                  Name:  William H. Hardie, III
                                  Title: Executive Vice President, Business
                                         Affairs and Secretary



                               MEI HOLDING COMPANY F CORP.


                               By  /s/ William H. Hardie, III
                                 -------------------------------------
                                  Name:  William H. Hardie, III
                                  Title: Vice President and Secretary



                               MEI HOLDING COMPANY S CORP.


                               By  /s/ William H. Hardie, III
                                 -------------------------------------
                                  Name:  William H. Hardie, III
                                  Title: Vice President and Secretary



                               MEI HOLDING COMPANY FHF CORP.


                               By  /s/ William H. Hardie, III
                                 -------------------------------------
                                  Name:  William H. Hardie, III
                                  Title: Vice President and Secretary



<PAGE>
 
                               MRV, INC.


                                By  /s/ William H. Hardie, III
                                 -------------------------------------
                                  Name:  William H. Hardie, III
                                  Title: Vice President and Secretary



                               MALIBU COMICS ENTERTAINMENT, INC.


                               By  /s/ William H. Hardie, III
                                 -------------------------------------
                                  Name:  William H. Hardie, III
                                  Title: Vice President and Secretary



                               MARVEL CHARACTERS, INC.


                               By  /s/ William H. Hardie, III
                                 -------------------------------------
                                  Name:  William H. Hardie, III
                                  Title: Vice President and Secretary



                               MARVEL ENTERTAINMENT GROUP, INC.


                               By  /s/ William H. Hardie, III
                                 -------------------------------------
                                  Name:  William H. Hardie, III
                                  Title: Vice President and Secretary




<PAGE>
 
                                      26


                                MARVEL RESTAURANT VENTURE CORP.


                                By  /s/ William H. Hardie, III
                                --------------------------------
                                Name:  William H. Hardie, III
                                Title: President and Secretary


Confirmed and accepted as of
 the date first above written:

MORGAN STANLEY & CO. INCORPORATED
WARBURG DILLON READ LLC


By: MORGAN STANLEY & CO. INCORPORATED
    In its individual capacity and as representative
    of the other Placement Agent



By /s/ Thomas S. Weng
  --------------------
  Name:  Thomas Sun Weng
  Title: Vice President

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                                    ANNEX A
                                  GUARANTORS

MEI Holding Company F
MEI Holding Company S Corp.
MEI Holding Company FHF Corp.
MRV, Inc.
Malibu Comics Entertainment, Inc.
Marvel Characters, Inc.
Marvel Entertainment Group, Inc.
Marvel Restaurant Venture Corp.