JAKKS Pacific, Inc., as Issuer and WELLS FARGO BANK, National Association, as Trustee INDENTURE Dated as of July 24, 2013 4.25% Convertible Senior Notes due 2018Indenture • July 24th, 2013 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles)
THIS INDENTURE, dated as of July 24, 2013, is between JAKKS Pacific, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee”).
100,000,000 AGGREGATE PRINCIPAL AMOUNT JAKKS PACIFIC, INC.Purchase Agreement • July 24th, 2013 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
JAKKS Pacific, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS” or the “Initial Purchaser”) $100,000,000 in aggregate principal amount of its 4.25% Convertible Senior Notes due 2018 (the “Firm Notes”). In addition, the Company has granted to the Initial Purchaser an option to purchase up to an additional $15,000,000 in aggregate principal amount of its 4.25% Convertible Senior Notes due 2018 (the “Optional Notes” and, together with the Firm Notes, the “Notes”), as provided in Section 2.
ContractIndenture Agreement • July 24th, 2013 • Jakks Pacific Inc • Games, toys & children's vehicles (no dolls & bicycles)
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
