Chase Receives $385 Million in Escrow From Icahn and Westgate in Agreement on Marvel Entertainment Reached Late Last Night.

NEW YORK--(BUSINESS WIRE)--Sept. 30, 1997--

Banks To Receive $385 Million In Cash And Panini Sticker Business;

Company's First Step on Road to Exit Bankruptcy

Marvel Entertainment Group (NYSE: MRV) announced today that Marvel, High River Limited Partnership and Westgate International, L.P. have entered into an agreement with The Chase Manhattan Bank, the agent for a syndicate of bank lenders, which it anticipates will put Marvel on track to emerge from the Chapter 11 bankruptcy commenced by the Company's previous Board of Directors in December of 1996. Late yesterday, High River and Westgate funded an escrow account in the amount of $385 million in order to consummate the agreement.

Pursuant to the agreement - which still requires approvals from members of a syndicate of banks and other financial institutions, as well as from the Bankruptcy Court -- High River (an entity controlled by Carl C. Icahn), and Westgate (a New York-based money management firm), will purchase pre- and post-petition bank claims from Marvel's bank lenders in exchange for $385 million in cash and the transfer of Marvel's Panini S.p.A. sticker business. Chase has until October 7, 1997 to deliver necessary consents from its syndicate members and the Bankruptcy Court has scheduled a hearing for approval of this agreement for October 24, 1997.

"We are pleased to have reached an agreement with Chase and hope to sign up the remaining bank lenders by next week's deadline. We believe this deal will facilitate Marvel's emergence from bankruptcy and position the Company to capitalize on its unrivaled stable of superb characters such as Spiderman and the Incredible Hulk," said Carl C. Icahn, the recently appointed new Chairman of Marvel Entertainment. "We sincerely hope that this important resolution has come in time to save Marvel and help restore it to its preeminent place in the growing global entertainment business."

The Company said that Marvel's new Board of Directors initially had hoped to have included Toy Biz Inc. into a three-way agreement with Marvel's bank lenders. Toy Biz - which had entered into and then failed to close on three separate agreements in principle in the Marvel case - holds a perpetual, world-wide, royalty-free license to manufacture and sell certain toys based on Marvel's popular universe of characters that was granted by Marvel's prior management.

Mr. Icahn stated, "We simply couldn't afford to wait for Toy Biz to finalize a deal. Because we were prevented from putting any new money into the Company ahead of existing lenders and given the fact that Marvel's extraordinarily valuable toy licensing rights are held by Toy Biz but produced no cash flow for the Company, Marvel is simply running out of time and money. This two-way agreement with our banks appears to be the last possible hope to avoid a piece-meal liquidation of this enterprise." Mr. Icahn added, "With issues among the bank lenders on the road to being resolved, we will next turn our full attention to the resolution of a myriad of issues between Marvel and Toy Biz in our ongoing efforts to maximize the value of Marvel."

"We've worked extremely hard to try and save this Company in the three months since our management transition, but we are not completely out of the woods just yet," Mr. Icahn noted. "It is essential that we get the rest of the banks to sign on to this deal by October 7th and obtain Bankruptcy Court approval shortly thereafter so as to be in a position to inject much needed new financing into this Company. If we are unable to put our vendors and suppliers back on an even keel and retain critical personnel we could still face dire consequences."

The Company said that court approval of Marvel's agreement with its bank lenders would avoid a number of actions that have been sought or threatened, including the appointment of a trustee or the liquidation of Marvel's businesses, which could destroy the Company's credibility in the industry and lead to the deterioration of its assets and erosion of the significant goodwill associated with its stable of characters which has been built up over the past 40 years. Marvel Entertainment Group is a world leader in the production and licensing of superhero-themed entertainment, spanning a wide array of media including comic books, television, film, theme parks and restaurants. Building upon its foundation as the No. 1 comic book company, other operations of Marvel include Marvel Studios, a live-action and animated film and television production company; Fleer, Marvel's trading card company; Marvel Interactive, creators of digital software, CD-ROMS, video games and online service product; and an equity position in Toy Biz. Marvel is available on America Online at keyword: Marvel and can be accessed on the Internet at www.marvel.com.

Forward-Looking Statements

Statements in this news release and in the quarterly report located on Form 10-Q for the quarter ended June 30, 1997 such as "intend", "estimated", "believe", "expect", "anticipate" and similar expressions which are not historical are forward-looking statements that involve risks and uncertainties. Such statements include, without limitations, the Company's expectation as to future financial performance. In addition to factors that may be described in the Company's Securities and Exchange Commission filings, the following factors, among others, could cause the Company's financial performance to differ materially from that expressed in any forward-looking statements made by, or on behalf of the Company: (i) the ability of the Company to successfully reorganize in bankruptcy and the timing and outcome of such bankruptcy proceedings; (ii) the ability of the Company to obtain an additional or new DIP loan or other financing; (iii) continued weakness in the comic book market which cannot be overcome by the Company's new editorial and production initiatives in comic publishing; (iv) continued general weakness in the trading card market; (v) the failure of fan interest in baseball to return to traditional levels that existed prior to the 1994 baseball strike thereby negatively affecting the Company's baseball card business; (vi) the effectiveness of the Company's changes to its trading card and publishing distribution; (vii) a decrease in the level of media exposure or popularity of the Company's characters resulting in declining revenues based on such characters; (viii) the lack of continued commercial success of properties owned by major licensors which have granted the Company licenses for its sports and entertainment trading card and sticker businesses; (ix) anticipated costs or delays in completing projects associated with the Company's new ventures including media, interactive software and on-line services and theme restaurants; (x) consumer acceptance of new product introductions, including those for toys; and (xi) imposition of tariffs or import quotas on toys manufactured in China as a result of a deterioration in trade relations between the U.S. and China.

CONTACT: Sard Verbinnen & Co.

George Sard/Paul Caminiti/Stephanie Pillersdorf

212/687-8080