Parties to the pact include the bondholders committee, representatives of all equity holders and two groups that had objected to the previous plan.

"We would like to try to negotiate a fair arrangement with the city, and what we'd be doing is putting the money into the building for asbestos removal and tenant improvement," said Wilbur L. Ross Jr., the investment banker who represented the bondholders committee.

"No one knows exactly what he meant," said Peter Darrow, a lawyer with the New York firm of Mayer, Brown and Platt who is representing the Argentine bondholders committee.

Under the offering, owners of Marvel stock would be offered the opportunity to buy more securities - perhaps just stock, perhaps bonds as well - with the leaders of the bondholders committee promising to buy any securities not bought by public shareholders.

"The bondholders now have the power, if they choose to exercise it, to change the Marvel board and to compel that the current reorganization plan be withdrawn," said David Friedman, a lawyer for the bondholders committee.

'The Deal Should Work' "I think they may have got it right this time, and the deal should work," said J. Ezra Merkin of the Ariel Capital Group, a member of the bondholders committee.

J. Ezra Merkin of the Ariel Capital Group, a member of the bondholders committee, predicted that "we should have the threshold for agreement filled at every level of bonds because, unlike the earlier offer, this one followed extensive prior negotiations."

John S. Herrington, the chairman of Harcourt, said the proposed deal had "received some major momentum from the agreement from the bondholders committee."

Deutsche Bank, Lehman Brothers and other credit holders, meanwhile, have sought to create their own bondholders committee.

One lawyer for the Chrysler bondholders stated that auto task force head Steve Rattner had ignored negotiation requests from the bondholders committee, while Rattner also threatened to destroy one of the bondholder's reputation for holding out.