UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
March 28, 2018
MATTEL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-05647 | 95-1567322 | ||
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
333 Continental Boulevard, El Segundo, California | 90245-5012 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code
(310) 252-2000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 8-Other Events
Item 8.01. Other Events.
On March 28, 2018 and March 29, 2018, Mattel, Inc. (the Company) entered into certain foreign joinder agreements to the syndicated facility agreement dated as of December 20, 2017 (the Credit Agreement), among the Company, as a borrower thereunder, certain of the Companys domestic and Canadian subsidiaries, as additional borrowers thereunder, certain additional domestic and foreign subsidiaries of the Company, as guarantors thereunder, Bank of America, N.A., as global administrative agent, collateral agent and Australian security trustee, and the other lenders and financial institutions party thereto, providing for $1,600,000,000 in aggregate principal amount of senior secured revolving credit facilities.
As previously discussed in the Companys Current Report on Form 8-K filed on December 21, 2017, the foreign joinder agreements join the relevant foreign borrowers, foreign guarantors and foreign lenders to the Credit Agreement making portions of the credit facilities available to other subsidiaries of the Company, including a portion to (i) Mattel France, (ii) Mattel España, S.A., (iii) Mattel Europa B.V., Mattel U.K. Limited, HIT Entertainment Limited, Gullane (Thomas) Limited and Mattel GMBH and (iv) Mattel Pty Ltd.
The foregoing summary of the foreign joinder agreements is qualified in its entirety by reference to the actual text of each foreign joinder agreement, copies of which are filed herewith as Exhibits 99.1, 99.2, 99.3 and 99.4.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MATTEL, INC. |
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Date: April 3, 2018 |
By: |
/s/ Robert Normile |
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Name: |
Robert Normile | |||||||
Title: Executive Vice President, Chief Legal Officer and Secretary |
Exhibit 99.1
FOREIGN JOINDER AGREEMENT
March 29, 2018
This Foreign Joinder Agreement (this Joinder Agreement ) is entered into as of the date hereof by the undersigned French Borrower (the New French Borrower ), each of the undersigned French Revolving Lenders (each, a New French Revolving Lender ), the undersigned French Swingline Lender (the New French Swingline Lender ) and Bank of America, N.A., in its capacity as Global Administrative Agent under that certain Syndicated Facility Agreement dated as of December 20, 2017 (as amended, restated, modified and/or supplemented from time to time, the Syndicated Facility Agreement ), among Mattel, Inc. (the Company ), each of the other Borrowers and Guarantors party thereto from time to time, the Lenders party thereto from time to time, Bank of America, N.A., as Global Administrative Agent, Collateral Agent and Australian Security Trustee, and the other parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Syndicated Facility Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to Section 5.02 of the Syndicated Facility Agreement, the conditions to the New French Borrower obtaining French Revolving Loans, French Swingline Loans, or arranging for the issuance of any French Letters of Credit, as applicable, have been satisfied, other than the execution of this Joinder Agreement; and
WHEREAS, the Administrative Agent, the Company, each New French Revolving Lender, the New French Swingline Lender and the New French Borrower have agreed to enter into this Joinder Agreement and join each New French Revolving Lender, the New French Swingline Lender and the New French Borrower to the Syndicated Facility Agreement and the other Credit Documents to which they are a party as French Revolving Lenders, the French Swingline Lender and a French Borrower, respectively.
NOW, THEREFORE, the Administrative Agent, the Company, the New French Borrower, each New French Revolving Lender and the New French Swingline Lender hereby agree as follows:
1. New French Borrower . The New French Borrower, by its signature below, becomes a French Borrower under the Syndicated Facility Agreement for all purposes of the Syndicated Facility Agreement and the other Credit Documents with the same force and effect as if originally named therein as a French Borrower. Without limiting the foregoing, in order to induce the applicable Secured Creditors to provide French Revolving Loans, French Swingline Loans, issue French Letters of Credit and otherwise provide credit accommodations (including Secured Bank Product Obligations) to the French Borrowers, the New French Borrower hereby agrees that it is bound by the terms and conditions of the Syndicated Facility Agreement and the other Credit Documents to which it is a party as a French Borrower as if originally a party thereto. The New French Borrower hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Joinder Agreement and to consummate the transactions contemplated hereby and to become a French Borrower under the Syndicated Facility Agreement and (b) agrees to all the terms and provisions of the Syndicated Facility Agreement applicable to it as a French Borrower thereunder. Each reference to a French Borrower in the Syndicated Facility Agreement shall be deemed to include the New French Borrower. The New French Borrower hereby attaches supplements to the schedules to the Syndicated Facility Agreement applicable to the New French Borrower.
2. New French Revolving Lenders . Each New French Revolving Lender, by its signature below, becomes a French Revolving Lender under the Syndicated Facility Agreement for all purposes of the Syndicated Facility Agreement and the other Credit Documents with the same force and effect as if
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originally named therein as a French Revolving Lender. Each New French Revolving Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Joinder Agreement and to consummate the transactions contemplated hereby and to become a French Revolving Lender under the Syndicated Facility Agreement, (ii) from and after the date hereof, it shall be bound by the provisions of the Syndicated Facility Agreement and, to the extent of its Pro Rata Percentage of the French Revolving Commitments, shall have the rights and obligations of a French Revolving Lender thereunder, and (iii) it has received a copy of the Syndicated Facility Agreement and the Schedules and Exhibits thereto, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement on the basis of which it has made such analysis and decision; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Syndicated Facility Agreement and the other Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Syndicated Facility Agreement and the other Credit Documents are required to be performed by it as a French Revolving Lender.
3. New French Swingline Lender . The New French Swingline Lender, by its signature below, becomes the French Swingline Lender under the Syndicated Facility Agreement for all purposes of the Syndicated Facility Agreement and the other Credit Documents with the same force and effect as if originally named therein as the French Swingline Lender. The New French Swingline Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Joinder Agreement and to consummate the transactions contemplated hereby and to become the French Swingline Lender under the Syndicated Facility Agreement, (ii) from and after the date hereof, it shall be bound by the provisions of the Syndicated Facility Agreement and shall have the rights and obligations of the French Swingline Lender thereunder, and (iii) it has received a copy of the Syndicated Facility Agreement and the Schedules and Exhibits thereto, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement on the basis of which it has made such analysis and decision; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Syndicated Facility Agreement and the other Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Syndicated Facility Agreement and the other Credit Documents are required to be performed by it as the French Swingline Lender.
4. BAMLI Merger . Each of the Company and the New French Borrower acknowledges and agrees that any reference in this Joinder Agreement to Bank of America Merrill Lynch International Limited is a reference to its successor in title Bank of America Merrill Lynch International Designated Activity Company (including, without limitation, its branches) pursuant to and with effect from the merger between Bank of America Merrill Lynch International Limited and Bank of America Merrill Lynch International Designated Activity Company that takes effect in accordance with Chapter II, Title II of Directive (EU) 2017/1132 (which repeals and codifies the Cross-Border Mergers Directive (2005/56/EC)), as implemented in the United Kingdom and Ireland. Notwithstanding anything to the contrary in this Joinder Agreement, a transfer of rights and obligations from Bank of America Merrill Lynch International Limited to Bank of America Merrill Lynch International Designated Activity Company pursuant to such merger shall be permitted.
5. Further Assurances . The New French Borrower, each New French Revolving Lender and the New French Swingline Lender agrees that, at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further
2
acts and things as the Administrative Agent may reasonably request in order to effect the purposes of this Joinder Agreement.
6. Severability . If any provision of this Joinder Agreement is held to be illegal, invalid, or unenforceable, (a) the legality, validity, and enforceability of the remaining provisions of this Joinder Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid, or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid, or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
7. Counterparts . This Joinder Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts (including by facsimile or other electronic transmission (i.e., a pdf or tif)), each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Company and the Administrative Agent.
8. No Waiver . Except as expressly supplemented hereby, the Syndicated Facility Agreement shall remain in full force and effect.
9. Notices . All notices, requests and demands to or upon the New French Borrower, any New French Revolving Lender, the New French Swingline Lender, any Agent or any Lender shall be governed by the terms of Section 12.03 of the Syndicated Facility Agreement.
10. Governing Law . THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.
NEW FRENCH BORROWER :
MATTEL FRANCE, a French limited liability company ( soci é t é par actions simplifi é e ) having its registered office at 1/3/5 allée des Fleurs, Parc de la Cerisaie 94260 Fresnes France, and registered with the Trade and Companies Registry of Créteil under the number 692 039 688 RCS Créteil |
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By: |
/s/ René van den Polder |
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Name: |
René van den Polder |
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Title: Managing Director |
[Signature page to Foreign Joinder Agreement (France)]
NEW FRENCH REVOLVING LENDERS:
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, as a French Revolving Lender |
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By: |
/s/ Lee Masters |
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Name: |
Lee Masters |
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Title: Senior Vice President |
[Signature page to Foreign Joinder Agreement (France)]
WELLS FARGO BANK INTERNATIONAL UNLIMITED COMPANY, as a French Revolving Lender |
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By: |
/s/ Kieran OBrien |
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Name: |
Kieran OBrien |
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Title: Vice President |
[Signature page to Foreign Joinder Agreement (France)]
CITIBANK EUROPE PLC., as a French Revolving Lender |
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By: |
/s/ John Kinsella |
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Name: |
John Kinsella |
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Title: Authorized Signer |
[Signature page to Foreign Joinder Agreement (France)]
RBC EUROPE LIMITED, as a French Revolving Lender |
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By: |
/s/ Michael Santana-Mondo |
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Name: |
Michael Santana-Mondo |
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Title: Director |
[Signature page to Foreign Joinder Agreement (France)]
NEW FRENCH SWINGLINE LENDER :
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, as the French Swingline Lender |
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By: |
/s/ Stephen King |
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Name: |
Stephen King |
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Title: Senior Vice President |
[Signature page to Foreign Joinder Agreement (France)]
ADMINISTRATIVE AGENT :
BANK OF AMERICA, N.A., as Global Administrative Agent |
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By: |
/s/ Stephen King |
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Name: |
Stephen King |
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Title: |
Senior Vice President |
[Signature page to Foreign Joinder Agreement (France)]
Acknowledged by :
MATTEL, INC., as the Company |
By: |
/s/ Mandana Sadigh |
Name: | Mandana Sadigh |
Title: | Corporate Treasurer |
[Signature page to Foreign Joinder Agreement (France)]
Exhibit 99.2
FOREIGN JOINDER AGREEMENT
March 28, 2018
This Foreign Joinder Agreement (this Joinder Agreement ) is entered into as of the date hereof by the undersigned Spanish Borrower (the New Spanish Borrower ), each of the undersigned Spanish Revolving Lenders (each, a New Spanish Revolving Lender ), the undersigned Spanish Swingline Lender (the New Spanish Swingline Lender ) and Bank of America, N.A., in its capacity as Global Administrative Agent under that certain Syndicated Facility Agreement dated as of December 20, 2017 (as amended, restated, modified and/or supplemented from time to time, the Syndicated Facility Agreement ), among Mattel, Inc. (the Company ), each of the other Borrowers and Guarantors party thereto from time to time, the Lenders party thereto from time to time, Bank of America, N.A., as Global Administrative Agent, Collateral Agent and Australian Security Trustee, and the other parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Syndicated Facility Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to Section 5.04 of the Syndicated Facility Agreement, the conditions to the New Spanish Borrower obtaining Spanish Revolving Loans, Spanish Swingline Loans, or arranging for the issuance of any Spanish Letters of Credit, as applicable, have been satisfied, other than the execution of this Joinder Agreement; and
WHEREAS, the Administrative Agent, the Company, each New Spanish Revolving Lender, the New Spanish Swingline Lender and the New Spanish Borrower have agreed to enter into this Joinder Agreement and join each New Spanish Revolving Lender, the New Spanish Swingline Lender and the New Spanish Borrower to the Syndicated Facility Agreement and the other Credit Documents to which they are a party as Spanish Revolving Lenders, the Spanish Swingline Lender and a Spanish Borrower, respectively.
NOW, THEREFORE, the Administrative Agent, the Company, the New Spanish Borrower, each New Spanish Revolving Lender and the New Spanish Swingline Lender hereby agree as follows:
1. New Spanish Borrower . The New Spanish Borrower, by its signature below, becomes a Spanish Borrower under the Syndicated Facility Agreement for all purposes of the Syndicated Facility Agreement and the other Credit Documents with the same force and effect as if originally named therein as a Spanish Borrower. Without limiting the foregoing, in order to induce the applicable Secured Creditors to provide Spanish Revolving Loans, Spanish Swingline Loans, issue Spanish Letters of Credit and otherwise provide credit accommodations (including Secured Bank Product Obligations) to the Spanish Borrowers, the New Spanish Borrower hereby agrees that it is bound by the terms and conditions of the Syndicated Facility Agreement and the other Credit Documents to which it is a party as a Spanish Borrower as if originally a party thereto. The New Spanish Borrower hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Joinder Agreement and to consummate the transactions contemplated hereby and to become a Spanish Borrower under the Syndicated Facility Agreement and (b) agrees to all the terms and provisions of the Syndicated Facility Agreement applicable to it as a Spanish Borrower thereunder. Each reference to a Spanish Borrower in the Syndicated Facility Agreement shall be deemed to include the New Spanish Borrower. The New Spanish Borrower hereby attaches supplements to the schedules to the Syndicated Facility Agreement applicable to the New Spanish Borrower.
2. New Spanish Revolving Lenders . Each New Spanish Revolving Lender, by its signature below, becomes a Spanish Revolving Lender under the Syndicated Facility Agreement for all purposes of the Syndicated Facility Agreement and the other Credit Documents with the same force and effect as if
1
originally named therein as a Spanish Revolving Lender. Each New Spanish Revolving Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Joinder Agreement and to consummate the transactions contemplated hereby and to become a Spanish Revolving Lender under the Syndicated Facility Agreement, (ii) from and after the date hereof, it shall be bound by the provisions of the Syndicated Facility Agreement and, to the extent of its Pro Rata Percentage of the Spanish Revolving Commitments, shall have the rights and obligations of a Spanish Revolving Lender thereunder, and (iii) it has received a copy of the Syndicated Facility Agreement and the Schedules and Exhibits thereto, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement on the basis of which it has made such analysis and decision; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Syndicated Facility Agreement and the other Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Syndicated Facility Agreement and the other Credit Documents are required to be performed by it as a Spanish Revolving Lender.
3. New Spanish Swingline Lender . The New Spanish Swingline Lender, by its signature below, becomes the Spanish Swingline Lender under the Syndicated Facility Agreement for all purposes of the Syndicated Facility Agreement and the other Credit Documents with the same force and effect as if originally named therein as the Spanish Swingline Lender. The New Spanish Swingline Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Joinder Agreement and to consummate the transactions contemplated hereby and to become the Spanish Swingline Lender under the Syndicated Facility Agreement, (ii) from and after the date hereof, it shall be bound by the provisions of the Syndicated Facility Agreement and shall have the rights and obligations of the Spanish Swingline Lender thereunder, and (iii) it has received a copy of the Syndicated Facility Agreement and the Schedules and Exhibits thereto, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement on the basis of which it has made such analysis and decision; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Syndicated Facility Agreement and the other Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Syndicated Facility Agreement and the other Credit Documents are required to be performed by it as the Spanish Swingline Lender.
4. BAMLI Merger . Each of the Company and the New Spanish Borrower acknowledges and agrees that any reference in this Joinder Agreement to Bank of America Merrill Lynch International Limited is a reference to its successor in title Bank of America Merrill Lynch International Designated Activity Company (including, without limitation, its branches) pursuant to and with effect from the merger between Bank of America Merrill Lynch International Limited and Bank of America Merrill Lynch International Designated Activity Company that takes effect in accordance with Chapter II, Title II of Directive (EU) 2017/1132 (which repeals and codifies the Cross-Border Mergers Directive (2005/56/EC)), as implemented in the United Kingdom and Ireland. Notwithstanding anything to the contrary in this Joinder Agreement, a transfer of rights and obligations from Bank of America Merrill Lynch International Limited to Bank of America Merrill Lynch International Designated Activity Company pursuant to such merger shall be permitted.
5. Further Assurances . The New Spanish Borrower, each New Spanish Revolving Lender and the New Spanish Swingline Lender agrees that, at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further
2
acts and things as the Administrative Agent may reasonably request in order to effect the purposes of this Joinder Agreement.
6. Severability . If any provision of this Joinder Agreement is held to be illegal, invalid, or unenforceable, (a) the legality, validity, and enforceability of the remaining provisions of this Joinder Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid, or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid, or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
7. Counterparts . This Joinder Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts (including by facsimile or other electronic transmission (i.e., a pdf or tif)), each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Company and the Administrative Agent.
8. No Waiver . Except as expressly supplemented hereby, the Syndicated Facility Agreement shall remain in full force and effect.
9. Notices . All notices, requests and demands to or upon the New Spanish Borrower, any New Spanish Revolving Lender, the New Spanish Swingline Lender, any Agent or any Lender shall be governed by the terms of Section 12.03 of the Syndicated Facility Agreement.
10. Governing Law . THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.
NEW SPANISH BORROWER : | ||
MATTEL ESPAÑA, S.A., | ||
a corporation formed under the laws of Spain | ||
By: | /s/ Tiffani Lou Zack | |
Name: Tiffani Lou Zack | ||
Title: Director |
[Signature page to Foreign Joinder Agreement (Spain)]
NEW SPANISH REVOLVING LENDERS : | ||
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, | ||
as a Spanish Revolving Lender |
By: | /s/ Phuong Nguyen | |
Name: Phuong Nguyen | ||
Title: Vice President |
[Signature page to Foreign Joinder Agreement (Spain)]
WELLS FARGO BANK, N.A. (LONDON BRANCH),
as a Spanish Revolving Lender |
||
By: | /s/ T Saldanha | |
Name: T Saldanha | ||
Title: Authorised Signatory |
[Signature page to Foreign Joinder Agreement (Spain)]
CITIBANK EUROPE PLC., | ||
as a Spanish Revolving Lender | ||
By: | /s/ John Kinsella | |
Name: John Kinsella | ||
Title: Authorized Signer |
[Signature page to Foreign Joinder Agreement (Spain)]
MUFG UNION BANK, N.A., | ||
as a Spanish Revolving Lender | ||
By: | /s/ Pete Ehlinger | |
Name: Pete Ehlinger | ||
Title: Vice President |
[Signature page to Foreign Joinder Agreement (Spain)]
ROYAL BANK OF CANADA, | ||
as a Spanish Revolving Lender | ||
By: | /s/ Jon Harrison | |
Name: Jon Harrison | ||
Title: Director |
[Signature page to Foreign Joinder Agreement (Spain)]
MIZUHO BANK, LTD., | ||
as a Spanish Revolving Lender | ||
By: | /s/ Tracy Rahn | |
Name: Tracy Rahn | ||
Title: Authorized Signatory |
[Signature page to Foreign Joinder Agreement (Spain)]
HSBC BANK USA, NATIONAL ASSOCIATION,
as a Spanish Revolving Lender |
||
By: | /s/ Aleem Shamji | |
Name: Aleem Shamji | ||
Title: Director |
[Signature page to Foreign Joinder Agreement (Spain)]
MANUFACTURERS AND TRADERS TRUST COMPANY,
as a Spanish Revolving Lender |
||
By: | /s/ Kevin Mahon | |
Name: Kevin Mahon | ||
Title: Vice President |
[Signature page to Foreign Joinder Agreement (Spain)]
NEW SPANISH SWINGLINE LENDER : | ||
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, | ||
as the Spanish Swingline Lender | ||
By: | /s/ Stephen King | |
Name: Stephen King | ||
Title: Senior Vice President |
[Signature page to Foreign Joinder Agreement (Spain)]
ADMINISTRATIVE AGENT : | ||
BANK OF AMERICA, N.A., | ||
as Global Administrative Agent | ||
By: | /s/ Stephen King | |
Name: Stephen King | ||
Title: Senior Vice President |
[Signature page to Foreign Joinder Agreement (Spain)]
Acknowledged by : | ||
MATTEL, INC., | ||
as the Company | ||
By: | /s/ Mandana Sadigh |
Name: | Mandana Sadigh |
Title: | Corporate Treasurer |
[Signature page to Foreign Joinder Agreement (Spain)]
Exhibit 99.3
FOREIGN JOINDER AGREEMENT
March 29, 2018
This Foreign Joinder Agreement (this Joinder Agreement ) is entered into as of the date hereof by each of the undersigned European (GNU) Borrowers (each, a New European (GNU) Borrower ), each of the undersigned European (GNU) Subsidiary Guarantors (each, a New European (GNU) Subsidiary Guarantor ), each of the undersigned European (GNU) Revolving Lenders (each, a New European (GNU) Revolving Lender ), the undersigned European (GNU) Swingline Lender (the New European (GNU) Swingline Lender ) and Bank of America, N.A., in its capacity as Global Administrative Agent under that certain Syndicated Facility Agreement dated as of December 20, 2017 (as amended, restated, modified and/or supplemented from time to time, the Syndicated Facility Agreement ), among Mattel, Inc. (the Company ), each of the other Borrowers and Guarantors party thereto from time to time, the Lenders party thereto from time to time, Bank of America, N.A., as Global Administrative Agent, Collateral Agent and Australian Security Trustee, and the other parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Syndicated Facility Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to Section 5.03 of the Syndicated Facility Agreement, the conditions to each New European (GNU) Borrower obtaining European (GNU) Revolving Loans, European (GNU) Swingline Loans, or arranging for the issuance of any European (GNU) Letters of Credit, as applicable, have been satisfied, other than the execution of this Joinder Agreement; and
WHEREAS, the Administrative Agent, the Company, each New European (GNU) Revolving Lender, the New European (GNU) Swingline Lender, each New European (GNU) Subsidiary Guarantor and each New European (GNU) Borrower have agreed to enter into this Joinder Agreement and join each New European (GNU) Revolving Lender, the New European (GNU) Swingline Lender, each New European (GNU) Subsidiary Guarantor and each New European (GNU) Borrower to the Syndicated Facility Agreement and the other Credit Documents to which they are a party as European (GNU) Revolving Lenders, the European (GNU) Swingline Lender, European (GNU) Subsidiary Guarantors and European (GNU) Borrowers, respectively.
NOW, THEREFORE, the Administrative Agent, the Company, each New European (GNU) Borrower, each New European (GNU) Subsidiary Guarantor, each New European (GNU) Revolving Lender and the New European (GNU) Swingline Lender hereby agree as follows:
1. New European (GNU) Borrowers . Each New European (GNU) Borrower, by its signature below, becomes a European (GNU) Borrower under the Syndicated Facility Agreement for all purposes of the Syndicated Facility Agreement and the other Credit Documents with the same force and effect as if originally named therein as a European (GNU) Borrower. Without limiting the foregoing, in order to induce the applicable Secured Creditors to provide European (GNU) Revolving Loans, European (GNU) Swingline Loans, issue European (GNU) Letters of Credit and otherwise provide credit accommodations (including Secured Bank Product Obligations) to the European (GNU) Borrowers, each New European (GNU) Borrower hereby agrees that it is bound by the terms and conditions of the Syndicated Facility Agreement and the other Credit Documents to which it is a party as a European (GNU) Borrower as if originally a party thereto. Each New European (GNU) Borrower hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Joinder Agreement and to consummate the transactions contemplated hereby and to become a European (GNU) Borrower under the Syndicated Facility Agreement and (b) agrees to all the terms and provisions of the Syndicated Facility Agreement applicable to it as a European (GNU) Borrower thereunder. Each
1
reference to a European (GNU) Borrower in the Syndicated Facility Agreement shall be deemed to include each New European (GNU) Borrower. Each New European (GNU) Borrower hereby attaches supplements to the schedules to the Syndicated Facility Agreement applicable to such New European (GNU) Borrower.
2. New European (GNU) Subsidiary Guarantors . Each New European (GNU) Subsidiary Guarantor, by its signature below, becomes a European (GNU) Subsidiary Guarantor under the Syndicated Facility Agreement for all purposes of the Syndicated Facility Agreement and the other Credit Documents with the same force and effect as if originally named therein as a European (GNU) Subsidiary Guarantor. Without limiting the foregoing, in order to induce the applicable Secured Creditors to provide European (GNU) Revolving Loans, European (GNU) Swingline Loans, issue European (GNU) Letters of Credit and otherwise provide credit accommodations (including Secured Bank Product Obligations) to the European (GNU) Borrowers, each New European (GNU) Subsidiary Guarantor hereby agrees that it is bound by the terms and conditions of the Syndicated Facility Agreement and the other Credit Documents to which it is a party as a European (GNU) Subsidiary Guarantor as if originally a party thereto. Each New European (GNU) Subsidiary Guarantor hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Joinder Agreement and to consummate the transactions contemplated hereby and to become a European (GNU) Subsidiary Guarantor under the Syndicated Facility Agreement and (b) agrees to all the terms and provisions of the Syndicated Facility Agreement applicable to it as a European (GNU) Subsidiary Guarantor thereunder. Each reference to a European (GNU) Subsidiary Guarantor in the Syndicated Facility Agreement shall be deemed to include each New European (GNU) Subsidiary Guarantor. Each New European (GNU) Subsidiary Guarantor hereby attaches supplements to the schedules to the Syndicated Facility Agreement applicable to such New European (GNU) Subsidiary Guarantor.
3. New European (GNU) Revolving Lenders . Each New European (GNU) Revolving Lender, by its signature below, becomes a European (GNU) Revolving Lender under the Syndicated Facility Agreement for all purposes of the Syndicated Facility Agreement and the other Credit Documents with the same force and effect as if originally named therein as a European (GNU) Revolving Lender. Each New European (GNU) Revolving Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Joinder Agreement and to consummate the transactions contemplated hereby and to become a European (GNU) Revolving Lender under the Syndicated Facility Agreement, (ii) from and after the date hereof, it shall be bound by the provisions of the Syndicated Facility Agreement and, to the extent of its Pro Rata Percentage of the European (GNU) Revolving Commitments, shall have the rights and obligations of a European (GNU) Revolving Lender thereunder, and (iii) it has received a copy of the Syndicated Facility Agreement and the Schedules and Exhibits thereto, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement on the basis of which it has made such analysis and decision; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Syndicated Facility Agreement and the other Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Syndicated Facility Agreement and the other Credit Documents are required to be performed by it as a European (GNU) Revolving Lender.
4. New European (GNU) Swingline Lender . The New European (GNU) Swingline Lender, by its signature below, becomes the European (GNU) Swingline Lender under the Syndicated Facility Agreement for all purposes of the Syndicated Facility Agreement and the other Credit Documents with the same force and effect as if originally named therein as the European (GNU) Swingline Lender. The New European (GNU) Swingline Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Joinder Agreement and to consummate the transactions contemplated hereby and to become the European (GNU) Swingline Lender under the
2
Syndicated Facility Agreement, (ii) from and after the date hereof, it shall be bound by the provisions of the Syndicated Facility Agreement and shall have the rights and obligations of the European (GNU) Swingline Lender thereunder, and (iii) it has received a copy of the Syndicated Facility Agreement and the Schedules and Exhibits thereto, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement on the basis of which it has made such analysis and decision; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Syndicated Facility Agreement and the other Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Syndicated Facility Agreement and the other Credit Documents are required to be performed by it as the European (GNU) Swingline Lender.
5. BAMLI Merger . Each of the Company, each New European (GNU) Borrower and each New European (GNU) Subsidiary Guarantor acknowledges and agrees that any reference in this Joinder Agreement to Bank of America Merrill Lynch International Limited is a reference to its successor in title Bank of America Merrill Lynch International Designated Activity Company (including, without limitation, its branches) pursuant to and with effect from the merger between Bank of America Merrill Lynch International Limited and Bank of America Merrill Lynch International Designated Activity Company that takes effect in accordance with Chapter II, Title II of Directive (EU) 2017/1132 (which repeals and codifies the Cross-Border Mergers Directive (2005/56/EC)), as implemented in the United Kingdom and Ireland. Notwithstanding anything to the contrary in this Joinder Agreement, a transfer of rights and obligations from Bank of America Merrill Lynch International Limited to Bank of America Merrill Lynch International Designated Activity Company pursuant to such merger shall be permitted.
6. Further Assurances . Each New European (GNU) Borrower, each New European (GNU) Subsidiary Guarantor, each New European (GNU) Revolving Lender and the New European (GNU) Swingline Lender agrees that, at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts and things as the Administrative Agent may reasonably request in order to effect the purposes of this Joinder Agreement.
7. Severability . If any provision of this Joinder Agreement is held to be illegal, invalid, or unenforceable, (a) the legality, validity, and enforceability of the remaining provisions of this Joinder Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid, or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid, or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
8. Counterparts . This Joinder Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts (including by facsimile or other electronic transmission (i.e., a pdf or tif)), each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Company and the Administrative Agent.
9. No Waiver . Except as expressly supplemented hereby, the Syndicated Facility Agreement shall remain in full force and effect.
10. Notices . All notices, requests and demands to or upon any New European (GNU) Borrower, any New European (GNU) Subsidiary Guarantor, any New European (GNU) Revolving Lender,
3
the New European (GNU) Swingline Lender, any Agent or any Lender shall be governed by the terms of Section 12.03 of the Syndicated Facility Agreement.
11. Governing Law . THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.
NEW EUROPEAN (GNU) BORROWERS : | ||
MATTEL EUROPA B.V., a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ), having its corporate seat at Amsterdam (address: Gondel 1, 2 nd floor, 1186 MJ Amstelveen, the Netherlands), and registered with the Dutch trade register under number: 33237928 |
By: |
/s/ Mandana Sadigh |
|
Name: Mandana Sadigh | ||
Title: authorised signatory |
MATTEL U.K. LIMITED, a company incorporated in England and Wales with company number 01471442 | ||
By: |
/s/ Dean Ikin |
|
Name: Dean Ikin | ||
Title: Director |
HIT ENTERTAINMENT LIMITED, a company incorporated in England and Wales with company number 02341947 |
By: |
/s/ Andrew Unitt |
|
Name: Andrew Unitt | ||
Title: Director |
GULLANE (THOMAS) LIMITED, a company incorporated in England and Wales with company number 01555168 | ||
By: |
/s/ Andrew Unitt |
|
Name: Andrew Unitt | ||
Title: Director |
MATTEL GMBH, a German corporation ( Gesellschaft mit beschränkter Haftung ), having its registered office at Solmstrasse 4, 60486 Frankfurt am Main, Germany, and registered with the Frankfurt, Germany Commercial Register under HRB 99273 | ||
By: |
/s/ Sanjay Luthra |
|
Name: Sanjay Luthra | ||
Title: Managing Director |
[Signature page to Foreign Joinder Agreement (European (GNU))]
NEW EUROPEAN (GNU) SUBSIDIARY GUARANTORS : | ||
MATTEL EUROPE HOLDINGS B.V., a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ), having its corporate seat at Amstelveen (address: Gondel 1, 2 nd floor, 1186 MJ Amstelveen, the Netherlands), and registered with the Dutch trade register under number: 33297748 |
By: |
/s/ Mandana Sadigh |
|
Name: Mandana Sadigh | ||
Title: authorised signatory |
MATTEL INTERNATIONAL FINANCE B.V., a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ), having its corporate seat at Amsterdam (address: Gondel 1, 2 nd floor, 1186 MJ Amstelveen, the Netherlands), and registered with the Dutch trade register under number: 34161817 |
By: |
/s/ Mandana Sadigh |
|
Name: Mandana Sadigh | ||
Title: authorised signatory |
MATTEL INTERNATIONAL HOLDINGS B.V., a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ), having its corporate seat at Amstelveen (address: 10 Changi Business Park Central 2, #05-01 HansaPoint, Singapore 486030, Singapore), and registered with the Dutch trade register under number: 33297747 |
By: |
/s/ Phua Kay Choon James |
|
Name: Phua Kay Choon James | ||
Title: authorised signatory |
[Signature page to Foreign Joinder Agreement (European (GNU))]
NEW EUROPEAN (GNU) REVOLVING LENDERS : | ||
BANK OF AMERICA, N.A., as a European (GNU) Revolving Lender |
||
By: |
/s/ Phuong Nguyen |
|
Name: Phuong Nguyen | ||
Title: Vice President |
[Signature page to Foreign Joinder Agreement (European (GNU))]
WELLS FARGO BANK, N.A. (LONDON BRANCH), as a European (GNU) Revolving Lender |
||
By: |
/s/ T Saldanha |
|
Name: T Saldanha | ||
Title: Authorised Signatory |
[Signature page to Foreign Joinder Agreement (European (GNU))]
CITIBANK EUROPE PLC, as a European (GNU) Revolving Lender |
||
By: |
/s/ John Kinsella |
|
Name: John Kinsella | ||
Title: Authorized Signer |
[Signature page to Foreign Joinder Agreement (European (GNU))]
MUFG UNION BANK, N.A., as a European (GNU) Revolving Lender |
||||
By: |
/s/ Peter Ehlinger |
|||
Name: Peter Ehlinger | ||||
Title: Vice President |
[Signature page to Foreign Joinder Agreement (European (GNU))]
ROYAL BANK OF CANADA, as a European (GNU) Revolving Lender |
||
By: |
/s/ Jon Harrison |
|
Name: Jon Harrison | ||
Title: Director |
[Signature page to Foreign Joinder Agreement (European (GNU))]
MIZUHO BANK, LTD., as a European (GNU) Revolving Lender |
||
By: |
/s/ Tracy Rahn |
|
Name: Tracy Rahn | ||
Title: Authorized Signatory |
[Signature page to Foreign Joinder Agreement (European (GNU))]
HSBC BANK USA, NATIONAL ASSOCIATION, as a European (GNU) Revolving Lender |
||
By: |
/s/ Aleem Shamji |
|
Name: Aleem Shamji | ||
Title: Director |
[Signature page to Foreign Joinder Agreement (European (GNU))]
KEYBANK NATIONAL ASSOCIATION, as a European (GNU) Revolving Lender |
||
By: |
/s/ Steve Wisterman |
|
Name: Steve Wisterman | ||
Title: Vice President |
[Signature page to Foreign Joinder Agreement (European (GNU))]
MANUFACTURERS AND TRADERS TRUST COMPANY, as a European (GNU) Revolving Lender | ||
By: |
/s/ Kevin Mahon |
|
Name: Kevin Mahon | ||
Title: Vice President |
[Signature page to Foreign Joinder Agreement (European (GNU))]
NEW EUROPEAN (GNU) SWINGLINE LENDER : | ||
BANK OF AMERICA, N.A., as the European (GNU) Swingline Lender |
||
By: |
/s/ Stephen King |
|
Name: Stephen King | ||
Title: Senior Vice President |
[Signature page to Foreign Joinder Agreement (European (GNU))]
ADMINISTRATIVE AGENT : | ||
BANK OF AMERICA, N.A., as Global Administrative Agent |
||
By: |
/s/ Stephen King |
|
Name: Stephen King | ||
Title: Senior Vice President |
[Signature page to Foreign Joinder Agreement (European (GNU))]
Acknowledged by : | ||
MATTEL, INC., as the Company |
||
By: |
/s/ Mandana Sadigh |
|
Name: Mandana Sadigh | ||
Title: Corporate Treasurer |
[Signature page to Foreign Joinder Agreement (European (GNU))]
Exhibit 99.4
FOREIGN JOINDER AGREEMENT
March 29, 2018
This Foreign Joinder Agreement (this Joinder Agreement ) is entered into as of the date hereof by the undersigned Australian Borrower (the New Australian Borrower ), each of the undersigned Australian Revolving Lenders (each, a New Australian Revolving Lender ), the undersigned Australian Swingline Lender (the New Australian Swingline Lender ) and Bank of America, N.A., in its capacity as Global Administrative Agent under that certain Syndicated Facility Agreement dated as of December 20, 2017 (as amended, restated, modified and/or supplemented from time to time, the Syndicated Facility Agreement ), among Mattel, Inc. (the Company ), each of the other Borrowers and Guarantors party thereto from time to time, the Lenders party thereto from time to time, Bank of America, N.A., as Global Administrative Agent, Collateral Agent and Australian Security Trustee, and the other parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Syndicated Facility Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to Section 5.05 of the Syndicated Facility Agreement, the conditions to the New Australian Borrower obtaining Australian Revolving Loans, Australian Swingline Loans, or arranging for the issuance of any Australian Letters of Credit, as applicable, have been satisfied, other than the execution of this Joinder Agreement; and
WHEREAS, the Administrative Agent, the Company, each New Australian Revolving Lender, the New Australian Swingline Lender and the New Australian Borrower have agreed to enter into this Joinder Agreement and join each New Australian Revolving Lender, the New Australian Swingline Lender and the New Australian Borrower to the Syndicated Facility Agreement and the other Credit Documents to which they are a party as Australian Revolving Lenders, the Australian Swingline Lender and an Australian Borrower, respectively.
NOW, THEREFORE, the Administrative Agent, the Company, the New Australian Borrower, each New Australian Revolving Lender and the New Australian Swingline Lender hereby agree as follows:
1. New Australian Borrower . The New Australian Borrower, by its signature below, becomes an Australian Borrower under the Syndicated Facility Agreement for all purposes of the Syndicated Facility Agreement and the other Credit Documents with the same force and effect as if originally named therein as an Australian Borrower. Without limiting the foregoing, in order to induce the applicable Secured Creditors to provide Australian Revolving Loans, Australian Swingline Loans, issue Australian Letters of Credit and otherwise provide credit accommodations (including Secured Bank Product Obligations) to the Australian Borrowers, the New Australian Borrower hereby agrees that it is bound by the terms and conditions of the Syndicated Facility Agreement and the other Credit Documents to which it is a party as an Australian Borrower as if originally a party thereto. The New Australian Borrower hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Joinder Agreement and to consummate the transactions contemplated hereby and to become an Australian Borrower under the Syndicated Facility Agreement and (b) agrees to all the terms and provisions of the Syndicated Facility Agreement applicable to it as an Australian Borrower thereunder. Each reference to an Australian Borrower in the Syndicated Facility Agreement shall be deemed to include the New Australian Borrower. The New Australian Borrower hereby attaches supplements to the schedules to the Syndicated Facility Agreement applicable to the New Australian Borrower.
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2. New Australian Revolving Lenders . Each New Australian Revolving Lender, by its signature below, becomes an Australian Revolving Lender under the Syndicated Facility Agreement for all purposes of the Syndicated Facility Agreement and the other Credit Documents with the same force and effect as if originally named therein as an Australian Revolving Lender. Each New Australian Revolving Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Joinder Agreement and to consummate the transactions contemplated hereby and to become an Australian Revolving Lender under the Syndicated Facility Agreement, (ii) from and after the date hereof, it shall be bound by the provisions of the Syndicated Facility Agreement and, to the extent of its Pro Rata Percentage of the Australian Revolving Commitments, shall have the rights and obligations of an Australian Revolving Lender thereunder, and (iii) it has received a copy of the Syndicated Facility Agreement and the Schedules and Exhibits thereto, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement on the basis of which it has made such analysis and decision; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Syndicated Facility Agreement and the other Credit Documents, (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Syndicated Facility Agreement and the other Credit Documents are required to be performed by it as an Australian Revolving Lender and (iii) it will provide prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly deliver to the Company) of any anticipated assignment of any of its rights and obligations under the Credit Documents.
3. New Australian Swingline Lender . The New Australian Swingline Lender, by its signature below, becomes the Australian Swingline Lender under the Syndicated Facility Agreement for all purposes of the Syndicated Facility Agreement and the other Credit Documents with the same force and effect as if originally named therein as the Australian Swingline Lender. The New Australian Swingline Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Joinder Agreement and to consummate the transactions contemplated hereby and to become the Australian Swingline Lender under the Syndicated Facility Agreement, (ii) from and after the date hereof, it shall be bound by the provisions of the Syndicated Facility Agreement and shall have the rights and obligations of the Australian Swingline Lender thereunder, and (iii) it has received a copy of the Syndicated Facility Agreement and the Schedules and Exhibits thereto, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement on the basis of which it has made such analysis and decision; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Syndicated Facility Agreement and the other Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Syndicated Facility Agreement and the other Credit Documents are required to be performed by it as the Australian Swingline Lender.
4. Lender Assurances . Each New Australian Revolving Lender and the New Australian Swingline Lender hereby represents and warrants that (a) it is a resident and a financial institution for the purposes of an Eligible Convention, (b) it is unrelated to and dealing wholly independently of the New Australian Borrower, and (c) the Syndicated Facility Agreement is not part of a back-to-back loan arrangement (or any other arrangement with similar effect). For the purposes of this section 4, an Eligible Convention is a bilateral tax agreement between Australia and any one of the following countries: Finland, France, Germany, Japan, New Zealand, Norway, South Africa, Switzerland, the United Kingdom or the United States.
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5. Australian Withholding Tax public offer clauses do not apply . The following sections in the Syndicated Facility Agreement do not apply and are of no force or effect from the date of this Joinder Agreement:
(a) paragraph (j) of the definition of Excluded Taxes in section 1.01 ( Defined terms );
(b) provision (j) of Section 4.01 ( Net Payments ); and
(c) Section 4.04 ( Public Offe r).
6. No Australian Withholding Tax public offer made . For the avoidance of doubt, the New Australian Borrower acknowledges that:
(a) no public offer has been made under section 128F of the Australian Tax Act with respect to the Syndicated Facility Agreement;
(b) no Australian Credit Party may make any claim against the Administrative Agent with respect to any Australian Credit Party being liable to pay Australian Withholding Tax because no public offer was made under section 128F of the Australian Tax Act; and
(c) all tax gross-up and tax indemnity clauses in the Credit Documents will still apply to any payments of Australian Withholding Tax notwithstanding that the exemption from Australian withholding tax in section 128F of the Australian Tax Act does not apply to the Syndicated Facility Agreement.
7. BAMLI Merger . Each of the Company and the New Australian Borrower acknowledges and agrees that any reference in this Joinder Agreement to Bank of America Merrill Lynch International Limited is a reference to its successor in title Bank of America Merrill Lynch International Designated Activity Company (including, without limitation, its branches) pursuant to and with effect from the merger between Bank of America Merrill Lynch International Limited and Bank of America Merrill Lynch International Designated Activity Company that takes effect in accordance with Chapter II, Title II of Directive (EU) 2017/1132 (which repeals and codifies the Cross-Border Mergers Directive (2005/56/EC)), as implemented in the United Kingdom and Ireland. Notwithstanding anything to the contrary in this Joinder Agreement, a transfer of rights and obligations from Bank of America Merrill Lynch International Limited to Bank of America Merrill Lynch International Designated Activity Company pursuant to such merger shall be permitted.
8. Further Assurances . The New Australian Borrower, each New Australian Revolving Lender and the New Australian Swingline Lender agrees that, at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts and things as the Administrative Agent may reasonably request in order to effect the purposes of this Joinder Agreement.
9. Severability . If any provision of this Joinder Agreement is held to be illegal, invalid, or unenforceable, (a) the legality, validity, and enforceability of the remaining provisions of this Joinder Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid, or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid, or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
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10. Counterparts . This Joinder Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts (including by facsimile or other electronic transmission (i.e., a pdf or tif)), each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Company and the Administrative Agent.
11. No Waiver . Except as expressly supplemented hereby, the Syndicated Facility Agreement shall remain in full force and effect.
12. Notices . All notices, requests and demands to or upon the New Australian Borrower, any New Australian Revolving Lender, the New Australian Swingline Lender, any Agent or any Lender shall be governed by the terms of Section 12.03 of the Syndicated Facility Agreement.
13. Governing Law . THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[Signature Pages Follow]
4
IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.
NEW AUSTRALIAN BORROWER : | ||||||
EXECUTED by MATTEL PTY LTD (ACN 000 660 962) in accordance with section 127(1) of the Corporations Act 2001 (Cwlth): |
) ) ) ) |
|||||
) |
||||||
) |
||||||
) |
||||||
/s/ Chedney Rodgers |
) |
/s/ Peter Cantwell | ||||
Signature of director |
) |
Signature of company secretary | ||||
) |
||||||
Chedney Rodgers |
) |
|||||
Name of director |
) |
Peter Cantwell | ||||
Name of company secretary | ||||||
[Signature page to Foreign Joinder Agreement (Australia)]
NEW AUSTRALIAN REVOLVING LENDERS : | ||
BANK OF AMERICA, N.A., | ||
as an Australian Revolving Lender | ||
By: | /s/ Phuong Nguyen | |
Name: Phuong Nguyen | ||
Title: Vice President |
[Signature page to Foreign Joinder Agreement (Australia)]
WELLS FARGO BANK, N.A. (LONDON BRANCH), as an Australian Revolving Lender | ||
By: | /s/ T Saldanha | |
Name: T Saldanha | ||
Title: Authorised Signatory |
[Signature page to Foreign Joinder Agreement (Australia)]
CITIBANK, N.A., as an Australian Revolving Lender |
||
By: | /s/ David G. Foster | |
Name: David G. Foster | ||
Title: Attorney In Fact |
[Signature page to Foreign Joinder Agreement (Australia)]
MUFG UNION BANK, N.A., as an Australian Revolving Lender | ||
By: | /s/ Peter Ehlinger | |
Name: Peter Ehlinger | ||
Title: Vice President |
[Signature page to Foreign Joinder Agreement (Australia)]
ROYAL BANK OF CANADA, as an Australian Revolving Lender |
||
By: | /s/ Marcus Rayment | |
Name: Marcus Rayment | ||
Title: Director, Corporate Banking |
[Signature page to Foreign Joinder Agreement (Australia)]
MIZUHO BANK, LTD., as an Australian Revolving Lender |
||
By: | /s/ Tracy Rahn | |
Name: Tracy Rahn | ||
Title: Authorized Signatory |
[Signature page to Foreign Joinder Agreement (Australia)]
HSBC BANK USA, NATIONAL ASSOCIATION, as an Australian Revolving Lender | ||
By: |
/s/ Aleem Shamji |
|
Name: Aleem Shamji | ||
Title: Director |
[Signature page to Foreign Joinder Agreement (Australia)]
KEYBANK NATIONAL ASSOCIATION, as an Australian Revolving Lender |
||
By: |
/s/ Steve Wisterman |
|
Name: Steve Wisterman | ||
Title: Vice President |
[Signature page to Foreign Joinder Agreement (Australia)]
MANUFACTURERS AND TRADERS TRUST COMPANY, as an Australian Revolving Lender |
By: |
/s/ Kevin Mahon |
|
Name: Kevin Mahon | ||
Title: Vice President |
[Signature page to Foreign Joinder Agreement (Australia)]
NEW AUSTRALIAN SWINGLINE LENDER : | ||
BANK OF AMERICA, N.A. (acting through its Australia branch), as the Australian Swingline Lender | ||
By: |
/s/ Stephen King |
|
Name: Stephen King | ||
Title: Senior Vice President |
[Signature page to Foreign Joinder Agreement (Australia)]
ADMINISTRATIVE AGENT : | ||
BANK OF AMERICA, N.A., as Global Administrative Agent |
By: |
/s/ Stephen King |
|
Name: Stephen King | ||
Title: Senior Vice President |
[Signature page to Foreign Joinder Agreement (Australia)]
Acknowledged by : | ||
MATTEL, INC., as the Company |
||
By: | /s/ Mandana Sadigh | |
Name: Mandana Sadigh | ||
Title: Corporate Treasurer |
[Signature page to Foreign Joinder Agreement (Australia)]