( BW)(NY-MARVEL-ENTERPRISES)(MVL) Marvel Launches Independently
Financed Film Slate With Closing of $525 Million Non-Recourse Credit
Facility; Transforming Initiative Provides Marvel Greater Profit
Potential and Control over Film Production and Release Timing

    Business Editors/Entertainment Editors

    NEW YORK--(BUSINESS WIRE)--Sept. 6, 2005--

      Marvel Will Change Its Name to "Marvel Entertainment, Inc."

    Marvel Enterprises, Inc. (NYSE: MVL) announced today the
completion of a $525 million non-recourse debt facility which will
finance Marvel's production of up to ten films based on characters
from its famous stable of comic book characters, including Captain
America, Nick Fury and The Avengers. Paramount, a unit of Viacom, Inc.
(NYSE: VIA and VIAB), will distribute the film slate, with the first
theatrical release expected for summer 2008. This transforming
arrangement gives Marvel complete creative control, the ability to
build a film library and greater profit potential than it has received
from films licensed to other studios. To reflect this major expansion
of its Hollywood presence, Marvel will change its name to "Marvel
Entertainment, Inc."
    These film production activities, to be carried out by
subsidiaries of Marvel Studios, Inc., will complement existing and
future film projects licensed to other studios. Marvel has a strong
track record of working closely on Marvel character-based films it has
licensed to other studios, such as Sony Pictures, 20th Century Fox,
New Line Cinema, Universal Studios, and Lions Gate Entertainment. In
2006, Marvel anticipates the release of Ghost Rider, X-Men III and
Punisher II through Sony, Fox and Lions Gate, respectively.
    The seven-year, $525 million facility was arranged by Merrill
Lynch, Pierce, Fenner & Smith Inc. and consists of $465 million in
revolving senior bank debt and $60 million in mezzanine debt. Both S&P
and Moody's have given the senior bank debt an investment grade
rating. In addition, Ambac Assurance Corporation has insured the
senior debt, raising its rating to AAA. MVL Film Finance LLC, a
special purpose, bankruptcy-remote subsidiary of Marvel, will be the
borrower under the facility. That subsidiary has pledged the
theatrical film rights to the ten characters included in the film
slate as collateral for the borrowings. The borrowings are
non-recourse to Marvel Enterprises, Inc. and its other affiliates.
    Avi Arad, Chairman and CEO of Marvel Studios, commented: "The film
slate financing enables us to evolve our entertainment operations into
film production, an area where we have experienced past success with
our partners and which offers significant profit potential for our
company. The characters involved are some of the most valuable in the
Marvel Universe, and we are excited to launch them as consumer brands
via feature film releases under our direction. We look forward to
working with Brad Grey and the exceptional team he has put together at
Paramount and are confident that this will be a successful venture for
us both."
    Brad Grey, Chairman and CEO of Paramount Pictures, commented:
"Marvel has emerged as one of the strongest, most successful
entertainment brands around the globe, with an enviable track record
in feature films. We are excited to be working with Marvel on this new
business."
    "Merrill Lynch is pleased to have worked with Marvel in
structuring and arranging this innovative and unique financing," said
Michael Blum, head of global structured finance at Merrill Lynch.
"Obtaining a vast majority of financing at the AAA rating level backed
by the intellectual property value of ten Marvel characters plus the
movies created by Avi and his team is at the cutting edge of
entertainment structured finance techniques."
    Funds under the facility will be used for the production of films.
Marvel will receive a gross participation on all revenues from the
facility as the producer of each film and will retain all of the
film-related merchandising revenues. These merchandising revenues and
the gross participation are neither pledged as collateral nor subject
to any cash restrictions under the facility. Marvel will also receive
all profits, including all revenue streams (including box office
receipts, DVD/VHS sales, television, and soundtrack sales) after film
costs, distribution fees, marketing, principal repayment, and
interest. In addition, Marvel will have the ability to build its own
film library through this initiative.
    Marvel's distribution agreement with Paramount guarantees
distribution for 10 films and encompasses two prime release periods
each year - the spring/summer and fall/holiday seasons. Paramount has
guaranteed Marvel wide distribution with commensurate advertising and
marketing efforts. This is a worldwide arrangement with the exception
of Japan, Germany, Australia/New Zealand, Spain and France, which
Marvel will sell directly.
    The ten Marvel characters in the arrangement are Captain America,
The Avengers, Nick Fury, Black Panther, Ant-Man, Cloak & Dagger, Dr.
Strange, Hawkeye, Power Pack, and Shang-Chi. Each film is expected to
have a budget of up to $165 million dollars and a rating no more
restrictive than PG-13. Although the financing allows for the
production of animated films, Marvel currently intends to use the
financing to make only live-action films.
    Marvel will fund initial development including scripts for each
production. Once a film is "green lit" (approved for production), the
facility will reimburse Marvel for these costs. Marvel Studios will
oversee the slate and has sole green light control. Unreimbursed
overhead expenses and any unreimbursed development costs represent
Marvel's only direct financial risk. The operating results for the
film slate will be consolidated with those of Marvel and separate
segment disclosure will be provided in Marvel's periodic financial
reporting. However, there are restrictions on the cash generated by
the films that will prevent Marvel from withdrawing any profits until
after the release of the third film, and then only if financial tests
are met. As is consistent with Generally Accepted Accounting
Principles, the costs of each film will be capitalized until
theatrical release.
    Relativity Media LLC assisted Marvel with the structuring of the
financing.
    Marvel will host a conference call and simultaneous webcast today
at 11:00 a.m. EDT to provide an overview of the non-recourse film
slate facility:
    WEBCAST URL: www.marvel.com/webcasts or at www.fulldisclosure.com.
An archived version of the webcast will be available for 30 days.

    About Marvel Enterprises

    With a library of over 5,000 characters, Marvel Enterprises, Inc.
is one of the world's most prominent character-based entertainment
companies. Marvel's operations are focused in three areas: licensing
and entertainment (Marvel Studios), comic book publishing and toys.
Marvel facilitates the creation of entertainment projects, including
feature films, DVD/home video, video games and television programming
based on its characters and also licenses its characters for use in a
wide range of consumer products and services including apparel,
collectibles, snack foods and promotions. Marvel's characters and plot
lines are created by its publishing segment that continues to expand
its leadership position in the U.S. and worldwide, while also serving
as an invaluable source of intellectual property.

    About Paramount Pictures

    Paramount Pictures is part of the entertainment operations of
Viacom, Inc., one of the world's largest entertainment and media
companies and a leader in the production, promotion, and distribution
of entertainment news, sports and music.

    Except for any historical information that they contain, the
statements in this news release regarding Marvel's plans and
expectations are forward-looking statements that are subject to
certain risks and uncertainties, including Marvel's potential
inability to attract and retain creative talent, the potential lack of
popularity of Marvel's films, the expense associated with producing
films, union activity which could interrupt film production, that
Marvel has, in the past, worked along side film studios on its film
projects, changes or disruptions in the way films are distributed
including a decline in the profitability of the DVD market, piracy of
films and related products, a limited number of releases, fluctuations
in reported income or loss or difficulties in implementing internal
controls related to the accounting of film production activities,
Marvel's dependence on a single distributor, the potential inability
of Marvel's subsidiaries to meet the conditions necessary for an
initial funding of a film under the film financing and the potential
inability of Marvel's subsidiaries to obtain financing to make more
than four films if certain tests related to the economic performance
of the slate are not satisfied (specifically an interim asset test and
a foreign pre-sales test). These and other risks and uncertainties are
described in Marvel's Current Report on Form 8-K filed today with the
Securities and Exchange Commission. Marvel assumes no obligation to
publicly update or revise any forward-looking statements.

    --30--CD/ny*

    CONTACT: Marvel Enterprises
             Matt Finick, 212-576-4035
             mfinick@marvel.com
             or
             Media:
             Dan Klores Communications
             Jeffrey Klein or Karen Silberg, 212-685-4300
             jeff_klein@dkcnews.com
             or
             Investor Relations:
             Jaffoni & Collins
             Richard Land or David Collins, 212-835-8500
             mvl@jcir.com