AMENDED AND RESTATED CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION,Credit Agreement • August 9th, 2019 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT, is entered into as of August 9, 2019 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), JAKKS PACIFIC, INC., a Delaware corporation ("JAKKS"), the Subsidiaries of JAKKS identified on the signature pages hereof as "Borrowers", and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (each, a "Borrower" and individually and collectively, jointly and severally, the "Borrowers").
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2019 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 9, 2019, by and between JAKKS Pacific, Inc., a Delaware corporation, with headquarters located at 2951 28th Street, Santa Monica, California 90405 (the "Company"), and the investor listed on Schedule I attached hereto (the "Holder").
FIRST LIEN TERM LOAN FACILITY CREDIT AGREEMENT Dated as of August 9, 2019 by and among CORTLAND CAPITAL MARKET SERVICES LLC, as Agent, THE FINANCIAL INSTITUTIONS PARTY HERETO, as the Lenders, and JAKKS PACIFIC, INC., DISGUISE, INC., JAKKS SALES LLC,...First Lien Term Loan Facility Credit Agreement • August 9th, 2019 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
TRANSACTION AGREEMENTTransaction Agreement • August 9th, 2019 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
This TRANSACTION AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is dated as of August 7, 2019 by and among (i) JAKKS Pacific, Inc., a Delaware corporation (“JAKKS”), (ii) certain of JAKKS’ Subsidiaries (as defined below) and Affiliates (as defined below) listed on the signature pages hereto (collectively, and together with JAKKS, the “Company” or the “Company Parties,” and each of the entities that comprise the Company, a “Company Party”), and (iii) the other parties listed on the signature pages hereto. The foregoing parties are sometimes referred to herein individually as a “Party” and together as the “Parties.”
AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2019 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
THIS AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of August 9, 2019 (the Effective Date”), by and between Stephen G. Berman (“Berman” or “Executive”) and JAKKS Pacific, Inc., a Delaware Corporation (the “Company”). The Company and Executive are sometimes referred to herein, each a “Party” and, collectively, the “Parties.” This Amendment shall be deemed to take effect immediately prior to the effectiveness of the Transaction Agreements referred to in Section 2(c) below; provided, however, that in the event that the transactions contemplated by the Transaction Agreements are not consummated, this Amendment shall be void ab initio and of no force and effect.
