Exhibit 10.1


 


CONSENT AND AMENDMENT
NO. 3 TO 

AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS CONSENT AND
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of October
16, 2020, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective
successors and permitted assigns, are referred to hereinafter each individually as a "Lender" and
collectively as the "Lenders"), WELLS FARGO BANK, NATIONAL 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" (together with JAKKS, each, a
 "Borrower" and individually and collectively, jointly and severally, the "Borrowers").


 


WHEREAS,
Borrowers, Agent, and Lenders are parties to that certain Amended and Restated Credit Agreement dated as of August 9, 2019 (as
amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement");


 


WHEREAS,
Borrowers have informed the Lenders and Agent that Borrowers desire to enter into a certain Amendment No. 2 to First Lien Term
Loan Facility Credit Agreement (the "Term Loan Amendment") which amends the Term Loan Credit Agreement in certain
respects; and


 


WHEREAS,
subject to the terms and conditions of, and in reliance on the representations and warranties of the Borrowers and each other Loan
Party (by its execution and delivery of the attached Consent and Reaffirmation) set forth in, this Amendment, Agent and Lenders
have agreed to amend the Credit Agreement in certain respects, subject to the terms and conditions set forth herein;


 


NOW
THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:


 


1.             Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to
such terms in the Credit Agreement.


 


2.             Consent.
Subject to the satisfaction of the conditions set forth in Section 6 below, and in reliance upon the representations and
warranties of Borrowers and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) set
forth in Section 7 below, Agent and Lenders hereby consent, for purposes of the Credit Agreement and the Intercreditor
Agreement (including for purposes of Section 3.9 thereof), to Borrowers, Term Loan Agent, and the other parties thereto entering
into the Term Loan Amendment in the form previously delivered to Agent. The foregoing consent is limited to the specifics set
forth herein and shall not be deemed to (x) be a consent or waiver or modification of any other term or condition of the Credit
Agreement or any other Loan Document, or (y) prejudice any right or remedy which Agent or any Lender may now or in the future
have under or in connection with the Credit Agreement or any other Loan Document. For the avoidance of doubt, the foregoing consent
shall constitute and be deemed to be prior written consent of the Agent (in its capacity as ABL Agent under, and as defined in,
the Intercreditor Agreement) to the prepayment of the Term Obligations (as defined in the Intercreditor Agreement) required pursuant
to the terms of Section 3.9 of the Intercreditor Agreement, and to the extent permitted pursuant to the terms of this Amendment
and the Credit Agreement (as amended hereby), all prepayments of the Term Loan Indebtedness effectuated pursuant to Section 2.8(b)(v)
of the Term Loan Credit Agreement shall be deemed to be permitted by the Intercreditor Agreement, and all consents and agreements
contained herein shall be binding upon the Agent and each other Person acting as ABL Agent from time to time in accordance with
the Intercreditor Agreement.


 






     


     


    

 


3.             Amendments to Credit Agreement: Subject to the satisfaction of the conditions set forth in Section 6 below,
and in reliance upon the representations and warranties of Borrowers and each other Loan Party (by its execution and delivery of
the attached Consent and Reaffirmation) set forth in Section 7 below, the Credit Agreement is hereby amended as follows:


 


(a)           Section
1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in proper alphabetical order:


 


"Amendment
No. 3 Effective Date" means October 16, 2020.


 


(b)           Section
6.6(a) of the Credit Agreement is hereby amended by amending and restating clause (ii) thereof in its entirety as set forth below:


 


(ii) prepay, redeem,
defease, purchase, or otherwise acquire any Term Loan Indebtedness (whether optionally or pursuant to a mandatory prepayment),
other than, subject to and in accordance with the Intercreditor Agreement, (I) mandatory prepayments of the Term Loan Indebtedness
in accordance with the terms of the Term Loan Credit Agreement (x) in an amount up to 100% of the Net Cash Proceeds received by
any Borrower in connection with a disposition of any Term Priority Collateral (as defined in the Intercreditor Agreement) and
(y) in an amount up to 100% of the Net Cash Proceeds received by Borrowers not from Term Priority Collateral (as defined in the
Intercreditor Agreement) to the extent required to be applied as a mandatory prepayment to the Term Loans, solely to the extent,
with respect to this clause (y), that (1) all such Net Cash Proceeds are first applied to reduce the outstanding principal balance
of the Revolving Loans and (2) both before and after giving effect to such prepayment of the Term Loan Indebtedness, the Payment
Conditions are satisfied, (II) regularly scheduled payments of the Term Loan Indebtedness pursuant to the Term Loan Credit Agreement
as in effect on the Closing Date or as amended in accordance with the terms of the Intercreditor Agreement and (III) mandatory
prepayments of the Term Loan Indebtedness in accordance with the terms of the Term Loan Credit Agreement (A) on the Amendment
No. 3 Effective Date in an amount equal to $15,000,000, and (B) on a date after the Amendment No. 3 Effective Date and prior to
September 30, 2021, in an aggregate amount not to exceed $5,000,000 to the extent required pursuant to the terms of Section 2.8(b)(v)
of the Term Loan Credit Agreement as in effect on the Amendment No. 3 Effective Date, or


 


4.             Continuing
Effect. Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation)
hereby (a) acknowledges and consents to this Agreement, (b) confirms, covenants and agrees that the Credit Agreement and each
other Loan Document to which it is a party, in each case, is, and shall continue to be, in full force and effect, and is hereby
fully ratified and confirmed in all respects, and (c) confirms, covenants and agrees that, to the extent that any such Loan Document
purports to assign or pledge to the Agent, for the benefit of the Agent and the Lenders, or to grant to the Agent, for the benefit
of the Agent and the Lenders, a security interest in or Lien on any Collateral as security for the Obligations of the Loan Parties
from time to time existing in respect of the Credit Agreement and the other Loan Documents, such pledge, assignment and/or grant
of the security interest or Lien is hereby ratified and confirmed in all respects. Except as expressly set forth in Section
2 and Section 3 of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms,
conditions or covenants of the Credit Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof,
and the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect, in each
case as amended hereby. This Amendment shall not be deemed to operate as, or obligate the Agent or the Lenders to grant any, future
consent or modification of any other term or condition of the Loan Documents or any waiver of any term, condition, Default or
Event of Default under the Loan Documents. Nothing contained herein shall constitute a course of conduct or dealing among the
parties. This Amendment is not intended to, does not and shall not (and shall not be construed or deemed to) limit, amend, modify
or otherwise affect any of the Obligations or any other obligations of the Loan Parties under, or relating to, the Loan Documents
(including the Loan Parties’ obligations to repay the Loans in accordance with the terms of the Credit Agreement), all of
which obligations shall remain in full force and effect notwithstanding this Amendment. The execution, delivery and effectiveness
of this Amendment shall not operate as a waiver of any right, power, privilege or remedy of any Lender or the Agent under, or
of any provision of, the Credit Agreement or any other Loan Document. Nothing in this Amendment contained shall be construed as
a substitution or novation of the Obligations outstanding under the Credit Agreement or instruments securing the same, which shall
remain in full force and effect, except solely to the extent expressly modified pursuant to Section 2 and Section 3
hereof.


 






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5.             Reaffirmation and Confirmation. Each Borrower and each other Loan Party (by its execution and delivery of the attached
Consent and Reaffirmation) hereby ratifies, affirms, acknowledges and agrees that the Credit Agreement and the other Loan Documents
represent the valid, enforceable and collectible obligations of such Borrower and such Loan Party, and further acknowledges that
there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement
or any other Loan Document. Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and
Reaffirmation) hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing
payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by each
Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) in all respects.


 


6.             Conditions
to Effectiveness. This Amendment shall become effective upon the satisfaction of each of the following conditions precedent,
each in form and substance acceptable to Agent:


 


(a)           Agent
shall have received a fully executed copy of this Amendment (including the Consent and Reaffirmation attached hereto) in form
and substance acceptable to Agent, together with such other documents, agreements and instruments as Agent may require or reasonably
request;


 


(b)           Agent
shall have received a fully executed copy of the Term Loan Amendment, in form and substance acceptable to Agent;


 


(c)           after
giving effect to this Amendment, the representations and warranties contained in this Amendment and in the Credit Agreement (as
amended hereby) and each other Loan Document shall be true and correct in all material respects (except that such materiality
qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality
in the text thereof) on and as of the date of this Amendment, in each case as if made on and as of such date, other than representations
and warranties that expressly relate solely to an earlier date (in which case such representations and warranties were true and
correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties
that already are qualified or modified by materiality in the text thereof) on and as of such earlier date);


 


(d)           no Default or Event of Default shall have occurred and be continuing on the date hereof, after giving effect to the effectiveness
of this Amendment; and


 


(e)           all
fees and out-of-pocket expenses required to be paid under the Credit Agreement, this Amendment and each other Loan Document (including
the outstanding fees and expenses of the Lenders and the Agent required to be paid hereunder, including without limitation, legal
fees and expenses of Agent and the Lenders), shall have been paid by the Loan Parties, in each case, to the extent such fees and
expenses have been invoiced to Borrowers at least one (1) Business Day prior to the date hereof.


 


7.             Representations and Warranties. In order to induce Agent and Lenders to enter into this Amendment, Borrowers and
each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) hereby jointly and severally represent
and warrant to Agent and Lenders that, after giving effect to this Amendment:


 


(a)           all
representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material
respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are
qualified or modified by materiality in the text thereof) on and as of the date of this Amendment, in each case as if made on
and as of such date, other than representations and warranties that expressly relate solely to an earlier date (in which case
such representations and warranties were true and correct in all material respects (except that such materiality qualifier shall
not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)
on and as of such earlier date);


 


(b)           no
Default or Event of Default shall have occurred and be continuing on the date hereof, after giving effect to the effectiveness
of this Amendment; and


 


(c)           this
Amendment and the Credit Agreement, as modified hereby, constitute legal, valid and binding obligations of each such Loan Party
and are enforceable against each such Loan Party in accordance with their respective terms.


 






    -3-


     


    

 


8.             Miscellaneous.




 


(a)           Costs
and Expenses. Borrowers agree to pay on demand all reasonable costs and expenses of Agent and the Lenders (including reasonable
attorneys' fees) incurred in connection with the preparation, negotiation, execution, delivery and administration of this Amendment
and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith.
All obligations provided herein shall survive any termination of this Amendment and the Credit Agreement as amended hereby.


 


(b)           Choice of Law and Venue; Jury Trial Waiver; Reference Provision. Without limiting the applicability of any other
provision of the Credit Agreement or any other Loan Document, the terms and provisions set forth in Section 12 of the Credit Agreement
are expressly incorporated herein by reference.


 


(c)           Counterparts.
This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts,
and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by facsimile or other electronic
delivery shall be equally effective as delivery of an original executed counterpart of this Amendment.


 


 (d)           Loan Document. This Amendment constitutes a Loan Document.




 


(e)           No
Third Party Beneficiaries. This Amendment shall be binding upon and inure to the benefit of the respective successors and
permitted assignees of the parties hereto. The terms and provisions of this Amendment are for the purpose of defining the relative
rights and obligations of the parties hereto with respect to the transactions contemplated hereby and no Person shall be a third
party beneficiary of any of the terms and provisions of this Amendment.


 


(f)            Headings.
Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.


 


(g)           Severability.
Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity
or enforceability of such provision in any other jurisdiction.


 


(h)           Further
Assurances. Without limiting and notwithstanding anything else in this Amendment, the Credit Agreement or any other Loan Document,
Borrowers and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) hereby covenant
and agree to execute and deliver any and all further documents, agreements and instruments, and take all further actions, as may
be required under applicable law, or as any Lender or Agent may request in order to effect the purpose or spirit of this Amendment.


 


(i)            Acknowledgments.
Each Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) hereby
acknowledges that (a) such Loan Party has been advised by counsel in the negotiation, execution and delivery of this
Amendment, (b) neither any Lender nor Agent has any
fiduciary relationship with, or duty, to such Loan Party arising out of or in connection with this Amendment or any of the
other Loan Documents, and the relationship between Agent and any of the Lenders, on one hand, and such Loan Party, on the
other hand, in connection herewith or therewith is solely that of debtor and creditor, and (c) no joint venture is created
hereby or by the other Loan Documents, or otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among the Loan Parties and the Lenders.


 






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 9.             Release.




 


(a)           Each
Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) hereby acknowledges
and agrees that: (a) neither it nor any of its Subsidiaries, Affiliates or other related persons has any claim or cause of action
against any Lender or Agent, or any Lender-Related Person or Agent-Related Person and (b) the Lenders and Agent have heretofore
properly performed and satisfied in a timely manner all of their obligations to the Loan Parties and all of their Subsidiaries
and Affiliates.


 


(b)           In
consideration of the agreements of Agent and Lenders contained herein and in the other Loan Documents, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower and each other Loan Party (by
its execution and delivery of the attached Consent and Reaffirmation), on behalf of itself and its successors, assigns, and its
present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys,
employees, agents, legal representatives and other representatives (each Loan Party and all such other Persons being hereinafter
referred to collectively as the "Releasing Parties" and individually as a "Releasing Party"),
hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors
and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers,
attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred
to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands,
actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings,
damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually,
a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected
or unsuspected, both at law and in equity, which any such Loan Party or any of their respective successors, assigns, or other
legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or
by reason of any circumstance, action, cause or thing whatsoever in relation to, or in any way in connection with any of the Credit
Agreement, or any of the other Loan Documents or transactions thereunder or related thereto which arises at any time on or prior
to the day and date of this Amendment.


 


(c)           Each
Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) understands, acknowledges
and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction
against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such
release.


 


(d)           Each
Borrower and each other Loan Party (by its execution and delivery of the attached Consent and Reaffirmation) agrees that no fact,
event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in
any manner the final, absolute and unconditional nature of the release set forth above.


 


(e)           As
to each and every claim released hereunder, each Borrower and each Loan Party hereby represents that it has received the advice
of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of
any applicable federal or state law, if any, pertaining to general releases after having been advised by its legal counsel with
respect thereto. The Loan Parties further expressly acknowledge and agree that this general release shall have full force and
effect notwithstanding the occurrence of a breach of the terms of this Amendment or any Event of Default or Default under the
Credit Agreement.


 


(f)            Each
Releasing Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that
it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released,
remised and discharged by any Releasing Party pursuant to this Section 8. If any Releasing Party violates the foregoing
covenant, each Loan Party, jointly and severally, for itself and its successors and assigns, and its present and former members,
managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, advisors, employees,
agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may
sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.


 


[signature
pages follow]


 


 


Signature Page to Consent and Amendment No. 3 to Amended and
Restated Credit Agreement






     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized
and delivered as of the date first above written.


 


	 	JAKKS PACIFIC, INC.,
	 	a Delaware corporation, as a Borrower and Borrower Representative
	 	 
	 	By:  	/s/ Stephen G.
    Berman	 
	 	Name: Stephen G. Berman
	 	Title: Chief Executive Officer
	 	 
	 	 
	 	DISGUISE, INC.,
	 	a Delaware corporation, as a Borrower
	 	 
	 	By:	/s/ Stephen G. Berman	 
	 	Name: Stephen G. Berman
	 	Title: Chief Executive Officer
	 	 
	 	 
	 	JAKKS SALES LLC,
	 	a Delaware limited liability company, as a Borrower
	 	 
	 	By:	/s/ Stephen G. Berman	 
	 	Name: Stephen G. Berman
	 	Title: Chief Executive Officer
	 	 
	 	 
	 	MAUI, INC.,
	 	an Ohio corporation, as a Borrower
	 	 
	 	By:	/s/ Stephen G. Berman	 
	 	Name: Stephen G. Berman
	 	Title: Chief Executive Officer
	 	 
	 	 
	 	MOOSE MOUNTAIN MARKETING, INC.,
	 	a New Jersey corporation, as a Borrower
	 	 
	 	By:	/s/ Stephen G. Berman	 
	 	Name: Stephen G. Berman
	 	Title: Chief Executive Officer


 


 


 


Signature Page to Consent and Amendment No. 3 to Amended and
Restated Credit Agreement



     


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, a

 national banking association, as Agent and as a Lender
	 	 
	 	By: 	/s/ Stephen G.
    Berman	 
	 	Name: Stephen G. Berman
	 	Its Authorized Signatory


 


 


 


Signature Page to Amendment No. 2 to Amended and Restated Credit
Agreement



     


     


    

 


CONSENT AND
REAFFIRMATION


 


Each
of the undersigned, as a Guarantor and a Loan Party, hereby (i) acknowledges receipt of a copy of the foregoing Consent and
Amendment No. 3 to Amended and Restated Credit Agreement (terms defined therein and used, but not otherwise defined, herein
shall have the meanings assigned to them therein); (ii) consents to each Borrower's execution and delivery thereof; (iii) agrees
to be bound thereby, including Section 9 of the foregoing Consent and Amendment No. 3 to Amended and Restated
Credit Agreement; and (iv) affirms that nothing contained therein shall modify in any respect whatsoever any Loan Documents
to which the undersigned is a party and reaffirms that each such Loan Document is and shall continue to remain in full force and
effect. Although each Loan Party has been informed of the matters set forth herein and has acknowledged and agreed to same, each
Loan Party understands that Agent and Lenders have no obligation to inform such Loan Party of such matters in the future or to
seek such Loan Party's acknowledgment or agreement to future waivers, consents or amendments, and nothing herein shall create
such a duty.


 


	 	JAKKS PACIFIC (H.K.) LIMITED, as a Guarantor
	 	 
	 	By:  	/s/ Stephen G.
    Berman	 
	 	Name: Stephen G. Berman
	 	Title: CEO/Director
	 	 
	 	 
	 	DISGUISE LIMITED, as a Guarantor
	 	 
	 	By:  	/s/ Stephen G.
    Berman	 
	 	Name: Stephen G. Berman
	 	Title: CEO/Director
	 	 
	 	 
	 	A.S. DESIGN LIMITED, as a Guarantor
	 	 
	 	By:  	/s/ Stephen G.
    Berman	 
	 	Name: Stephen G. Berman
	 	Title: CEO/Director
	 	 
	 	 
	 	KIDS ONLY, LIMITED, as a Guarantor
	 	 
	 	By:  	/s/ Stephen G.
    Berman	 
	 	Name: Stephen G. Berman
	 	Title: CEO/Director



 


 


 


Signature Page to Consent
 and Reaffirmation to Consent and Amendment No. 3 to Amended and Restated Credit
Agreement



     


     


    

 


	 	JAKKS PACIFIC (ASIA) LIMITED, as a Guarantor
	 	 
	 	By:  	/s/ Stephen G.
    Berman	 
	 	Name: Stephen G. Berman
	 	Title: CEO/Director
	 	 
	 	 
	 	MOOSE MOUNTAIN TOYMAKERS LIMITED, as a Guarantor
	 	 
	 	By:  	/s/ Stephen G.
    Berman	 
	 	Name: Stephen G. Berman
	 	Title: CEO/Director
	 	 
	 	 
	 	ARBOR TOYS COMPANY LIMITED, as a Guarantor
	 	 
	 	By:  	/s/ Stephen G.
    Berman 	 
	 	Name: Stephen G. Berman
	 	Title: CEO/Director
	 	 
	 	 
	 	TOLLYTOTS LIMITED, as a Guarantor
	 	 
	 	By:  	/s/ Stephen G.
    Berman 	 
	 	Name: Stephen G. Berman
	 	Title: CEO/Director


 


 


 


Signature Page to Consent
 and Reaffirmation to Consent and Amendment No. 3 to Amended and Restated Credit
Agreement