Exhibit 10.1
EXECUTION COPY
U.S. $525,000,000
CREDIT AND SECURITY AGREEMENT
Dated as of August 31, 2005
among
MVL FILM FINANCE LLC,
as Borrower,
THE FINANCIAL INSTITUTIONS AND CONDUIT LENDERS PARTY HERETO,
as Lenders,
GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent,
and
HSBC BANK USA, NATIONAL ASSOCIATION,
as Collateral Agent
CREDIT AND SECURITY AGREEMENT
THIS CREDIT AND SECURITY AGREEMENT, dated as of August 31, 2005, is entered into
by and among:
(a)
MVL FILM FINANCE LLC, a Delaware limited liability company (the
"Borrower");
(b)
THE FINANCIAL INSTITUTIONS LISTED ON SCHEDULE A TO THIS AGREEMENT
FROM TIME TO TIME (together with any of their respective successors and assigns
hereunder, the "Class A Lenders");
(c)
THE FINANCIAL INSTITUTIONS LISTED ON SCHEDULE B TO THIS AGREEMENT
FROM TIME TO TIME (together with any of their respective successors and assigns
hereunder, the "Class B Lenders", and collectively with the Class A Lenders, the
"Lenders");
(c)
GENERAL ELECTRIC CAPITAL CORPORATION ("GECC"), as administrative
agent (the "Administrative Agent"); and
(d)
HSBC BANK USA, NATIONAL ASSOCIATION ("HSBC"), as collateral agent
for the Secured Parties hereunder or any successor collateral agent hereunder
(together with its successors and assigns hereunder in such capacity, the
"Collateral Agent").
WITNESSETH:
WHEREAS, the Borrower has requested that the Lenders make a credit facility
available to the Borrower in the aggregate principal amount of up to
$525,000,000; and
WHEREAS, the Lenders are willing to make such credit facility available upon and
subject to the terms and conditions hereinafter set forth; and
WHEREAS, the Lenders and the Borrower wish to designate GECC as the
Administrative Agent hereunder, and GECC is willing to assume the obligations of
the Administrative Agent as set forth herein.
WHEREAS, the Lenders and the Borrower wish to designate HSBC as the Collateral
Agent hereunder, and HSBC is willing to assume the obligations of the Collateral
Agent as set forth herein.
NOW, THEREFORE, in consideration of the premises and the agreements hereinafter
set forth, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. Certain Defined Terms.
(a)
As used in this Agreement (including the preamble and the
recitals), the following terms shall have the respective meanings ascribed to
such terms in the Master Agreement:
Access Letter
Adverse Claim
Affiliate
Ancillary Documents
Bankruptcy Event
Budget
Co-Financing Commitment
Co-Financing Loan Agreement
Co-Financing Transaction
Competitor
Completed Film
Completion Bond
Completion Guarantor
Constitutive Documents
Deducted At Source
Development Company
Direct Negative Cost
Distribution Agreement
Dollars and $
Enhancement
Film Rights
Force Majeure
GAAP
Gross Receipts
Laboratory Pledgeholder Agreement
Law
Literary Material
Literary Material Option
Marvel Company
Marvel Studios
Master Distributor
Master Distributor Advances
Master Distributor Security Agreement
Master Distributor Security Agreement Supplement
Material Adverse Effect
MCI
MEI
Moody's
Motion Picture
MPROD
MRI
MVL License Agreement
P&A Costs and Expenses
Paramount Agreement
Participations
Permitted Liens
Person
Preprint Materials
Production Services Agreement
Rating Agency
Release Date
Reserved Distribution Rights
Reserved Foreign Distribution Rights
Residuals
Responsible Officer
S&P
Settlement Report
Studio Distribution Agreement
Studio Distributor
Subdistributor
Subsidiary
Subsidiary Character
Tax
Transaction Documents