Mattel, Inc. entered into a revolving credit agreement (the “Credit Agreement”) among the Company, as the borrower (in such capacity, the “Borrower”), Bank of America, N.A., as administrative agent, and the other lenders and financial institutions party thereto, providing for $1,400,000,000 in aggregate principal amount of senior secured revolving credit facilities (the “new senior secured revolving credit facility”). The new senior secured revolving credit facility will mature on September 15, 2025. Borrowings under the new senior secured revolving credit facility will bear interest at a floating rate, which can be either, at the Borrower's option, (a) adjusted Term SOFR plus an applicable margin ranging from 1.125% to 2.000% per annum or (b) an alternate base rate plus an applicable margin ranging from 0.125% to 1.000% per annum, in each case, such applicable margins to be determined based on the Borrower's debt rating.

In addition to paying interest on the outstanding principal under the new senior secured revolving credit facility, the Borrower will be required to pay (i) an unused line fee per annum of the average daily unused portion of the new senior secured revolving credit facility, (ii) a letter of credit fronting fee based on a percentage of the aggregate face amount of outstanding letters of credit, and (iii) certain other customary fees and expenses of the lenders and agents. The Borrower may voluntarily repay outstanding loans under the new senior secured revolving credit facility at any time, without premium or penalty. The obligations of the Borrower under the new senior secured revolving credit facility are guaranteed by each domestic subsidiary of the Borrower that guarantees any of the Borrower's senior unsecured notes (collectively, the “Guarantors”).

If the Borrower achieves a debt rating of BBB-, Baa3, and/or BBB- (or higher) from any two of S&P, Moody's, and Fitch, respectively, and no event of default has occurred or is continuing at such time and the Borrower provides a certification regarding the foregoing to the administrative agent (a “Fall-Away Event”), the obligations of the Borrower under the new senior secured revolving credit facility will instead be required to be guaranteed by each existing and future direct and indirect domestic subsidiary of the Borrower only to the extent such subsidiary guarantees other indebtedness of the Borrower in an aggregate principal or committed amount in excess of $50,000,000. The new senior secured revolving credit facility is secured by liens on substantially all of the Borrower's and the Guarantors' present and after-acquired assets (subject to certain exceptions), including domestic accounts receivable, inventory, certain trademarks and patents, and certain equity interests in direct material subsidiaries of the Borrower and the Guarantors. If a Fall-Away Event occurs, all collateral securing the new senior secured revolving credit facility shall be permanently released.

The Credit Agreement contains customary covenants, including, but not limited to, restrictions on the Borrower's and its subsidiaries' ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances, or investments, pay dividends, sell or otherwise dispose of assets, amend organizational documents, change accounting policies or reporting practices, or enter into negative pledges with respect to assets that constitute collateral. The restrictive covenants also contain customary exceptions, including the uncapped ability to make investments and pay dividends if, in each case, the pro forma total leverage ratio after giving effect to such investment or dividend will be at least 0.25 to 1.00 inside the then-applicable total leverage ratio financial covenant level. Further, if a Fall-Away Event occurs, the restrictive covenants governing investments, dividends, negative pledges, and changes in accounting policies or reporting practices will no longer apply.

The Credit Agreement requires the maintenance of (a) an interest coverage ratio of not less than 2.75 to 1.00 as of the end of each fiscal quarter and (b) a total leverage ratio as of the end of each fiscal quarter, not to exceed 4.50 to 1.00 as of the end of the fiscal quarter ending September 30, 2022, with certain specified step-downs to occur thereafter with respect to subsequent fiscal quarters. The lenders party to the Credit Agreement and their respective affiliates have various banking arrangements with the Company in the ordinary course of business, for which they receive customary fees and expenses.