CONSENT AND FIRST AMENDMENT TO
CREDIT AGREEMENT (364-DAY FACILITY)
THIS CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT (364-
Day Facility) (this "Amendment") is made and dated as of
September 28, 2000, among MATTEL, INC., a Delaware corporation
(the "Company"), THE BANKS (as defined below), and BANK OF
AMERICA, N.A., as administrative agent for the Banks (in such
capacity, the "Administrative Agent"), Citicorp USA, Inc., as
syndication agent (in such capacity, the "Syndication Agent") and
ABN AMRO Bank N.V., as documentation agent (in such capacity, the
"Documentation Agent"), and amends the Credit Agreement (364-Day
Facility) dated as of March 31, 2000, among the Company, the
financial institutions party thereto from time to time as lenders
(individually referred to herein as a "Bank" and collectively as
the "Banks") named therein, the Administrative Agent, the
Syndication Agent and the Documentation Agent (the "Agreement").
RECITAL
The Company has notified the Banks and the Administrative
Agent that it desires to sell or otherwise dispose of the assets
and business that the Company has reported as Discontinued
Operations in the Consolidated Statement of Operations in the
Consolidated Financial Statements filed with the Securities and
Exchange Commission in the Company's Current Report on Form 8-K
dated July 6, 2000 (the "Discontinued Operations"), and the Banks
and the Administrative Agent are willing to consent thereto and
to amend the Agreement on the terms and conditions set forth
herein.
NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the
parties hereby agree as follows:
1. Terms. All terms used herein shall have the same
meanings as in the Agreement unless otherwise defined herein.
All references to the Agreement shall mean the Agreement as
hereby amended.
2. Amendments. The Company, the Banks and the
Administrative Agent, the Syndication Agent and the Documentation
Agent (collectively, the "Agents") hereby agree to amend the
Agreement as follows:
2.01 The chart in the definition of "Applicable Amount" in
Section 1.01 of the Agreement (Certain Defined Terms) is amended
and restated in its entirety as follows:
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Eurodollar Base
Senior Unsecured Long- Commitment Utilization Rate Rate
Term Debt Ratings Fee Fee Loans + Loans +
--------------------------------------------------------------------
A or higher by S&P 8.0 25.0 32.0 00.0
A2 or higher by
Moody's
A or higher by Duff &
Phelps
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A- by S&P 10.0 25.0 40.0 00.0
A3 by Moody's
A- by Duff & Phelps
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BBB+ by S&P 11.0 25.0 62.5 00.0
Baa1 by Moody's
BBB+ by Duff & Phelps
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BBB by S&P 13.0 25.0 75.0 00.0
Baa2 by Moody's
BBB by Duff & Phelps
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BBB- by S&P 17.5 25.0 112.5 25.0
Baa3 by Moody's
BBB- by Duff & Phelps
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None of above criteria 20.0 25.0 125.0 37.5
satisfied
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2.02 Section 7.05 of the Agreement (Consolidated Funded
Indebtedness to Total Capitalization) is amended and restated in
its entirety as follows:
"7.05 Consolidated Funded Indebtedness to Total
Capitalization. The Company shall not permit the ratio of
the sum of (a) Consolidated Funded Indebtedness plus (b)
Combined Purchasers' Investments to the sum of (x)
Consolidated Funded Indebtedness plus (y) Combined
Purchasers' Investments plus (z) the consolidated net worth
of the Company and its Subsidiaries on a consolidated basis
determined in conformity with GAAP to exceed (i) at the end
of the fiscal quarter ending September 30, 2000, 68%, (ii)
at the end of the fiscal year ending December 31, 2000, 58%,
(iii) at the end of each of the first three fiscal quarters
in each fiscal year thereafter, 60%, and (iv) at the end of
each fiscal year thereafter, 50%."
2.03 The chart at the end of the last line of Section I.G of
Attachment 1 to Exhibit D to the Agreement (Officers'
Certificate) is amended and restated in its entirety as follows:
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Maximum
Period Percentage
- --------------------------------------------------------
Fiscal quarter ending September 30, 2000 68%
Fiscal year ending December 31, 2000 58%
- --------------------------------------------------------
First 3 fiscal quarters of each 60%
fiscal year thereafter
End of each fiscal year 50%
thereafter
3. Representations and Warranties. The Company represents
and warrants to the Banks and the Agents:
3.01 Authorization. The execution, delivery and performance
of this Amendment by the Company has been duly authorized by all
necessary corporate action by the Company and has been duly
executed and delivered by the Company.
3.02 Binding Obligation. This Amendment and the Agreement
are legal, valid and binding agreements of the Company,
enforceable in accordance with their respective terms, except to
the extent enforceability thereof may be limited by applicable
law relating to bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or limiting
creditors' rights generally or by the application of general
principles of equity.
3.03 No Legal Obstacle to Agreements. Neither the execution
of this Amendment, the making by the Company of any borrowings
under the Agreement, as amended hereby, nor the performance of
the Agreement by the Company has constituted or resulted in or
will constitute or result in a breach of the provisions of any
material agreement, or the violation of any law, judgment, decree
or governmental order, rule or regulation applicable to the
Company, or result in the creation under any material agreement
of any security interest, lien, charge, or encumbrance upon any
of the assets of the Company. No approval or authorization of
any Governmental Person is required to be obtained by the Company
to permit the execution, delivery or performance by the Company
of this Amendment, the Agreement as amended hereby, or the
transactions (other than the sale or disposition of the
Discontinued Operations) contemplated hereby or thereby, or the
making of any borrowing by the Company under the Agreement, as
amended hereby.
3.04 Incorporation of Certain Representations. The
representations and warranties set forth in Section 5 of the
Agreement are true and correct in all material respects on and as
of the date hereof as though made on and as of the date hereof
except to the extent such representations and warranties
expressly relate to an earlier date, in which case such
representations and warranties were true and correct in all
material respects on and as of such earlier date.
3.05 Default. No Default or Event of Default under the
Agreement has occurred and is continuing.
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4. Conditions, Effectiveness. The effectiveness of this
Amendment shall be subject to the delivery of the following to
the Administrative Agent in form and substance satisfactory to
the Administrative Agent:
4.01 Corporate Resolutions. A copy of a resolution
or resolutions passed by the Board of Directors of the Company,
certified by the Secretary or an Assistant Secretary of the
Company as being in full force and effect on the date hereof,
authorizing the amendments to the Agreement herein provided for
and the execution, delivery and performance of this Amendment and
any note or other instrument or agreement required hereunder.
4.02 Authorized Signatories. A certificate, signed by the
Secretary or an Assistant Secretary of the Company dated the date
hereof, as to the incumbency of the person or persons authorized
to execute and deliver this Amendment and any instrument or
agreement required hereunder on behalf of the Company.
5. Miscellaneous.
5.01 Consent to Disposition of Discontinued Operations. The
Banks and the Agents hereby consent, effective as of September
19, 2000, to the Company's sale or other disposition of the
Discontinued Operations, and waive Sections 5.10 and 7.03 and any
other section of the Agreement otherwise prohibiting such sale or
disposition. This Amendment is specific in intent and does not
constitute, nor should it be construed as, a waiver of any other
right, power or privilege under the Agreement, or under any
agreement, contract, indenture, document or instrument mentioned
in the Agreement; nor does it preclude any exercise thereof or
the exercise of any other right, power or privilege, nor shall
any future waiver of any right, power, privilege or default
hereunder, or under any agreement, contract, indenture, document
or instrument mentioned in the Agreement, constitute a waiver of
any other default of the same or of any other term or provision.
5.02 Effectiveness of the Agreements. Except as hereby
amended, the Agreement shall remain in full force and effect.
5.03 Counterparts. This Amendment may be executed in any
number of counterparts and all of such counterparts taken
together shall be deemed to constitute one and the same
instrument. This Amendment shall become effective as of the
effective date written above upon the Company, the Requisite
Banks and the Agents signing a copy hereof, and Fisher-Price and
Mattel Sales consenting hereto, whether the same or counterparts,
and the same shall have been delivered to the Administrative
Agent.
5.04 Jurisdiction. This Amendment, and any instrument or
agreement required hereunder, shall be governed by and construed
under the laws of the State of California.
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IN WITNESS WHEREOF, the parties hereto have caused this
Consent and First Amendment to Credit Agreement (364-Day Facility)
to be duly executed and delivered as of the date first written
above.
MATTEL, INC.
By: /s/ William Stavro
-------------------------
William Stavro
Senior Vice President and
Treasurer
S-1
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Gina Meador
--------------------------
Gina Meador
Vice President
BANK OF AMERICA, N.A., as a Bank
By: /s/ Robert W. Troutman
------------------------------
Robert W. Troutman
Managing Director
S-2
CITICORP USA, INC.,
as Syndication Agent and a Bank
By: /s/ Deborah Ironson
---------------------------
Name: Deborah Ironson
Title: Vice President
S-3
ABN AMRO Bank N.V.,
as Documentation Agent and a Bank
By: /s/ Ellen M. Coleman
-------------------------------
Name: Ellen M. Coleman
Title: Group Vice President
By: /s/ Delia B. Fance
-------------------------------
Name: Delia B. Fance
Title: Vice President
S-4
BANK ONE, NA
By: /s/ Stephanie A. Mack
-------------------------------
Name: Stephanie A Mack
Title: Commerical Banking Officer
S-5
BNP PARIBAS
By: /s/ Clive Bettles
-------------------------------
Name: Clive Bettles
Title: Senior Vice President
By: /s/ James Culhane
-------------------------------
Name: James Culhane, CFA
Title: Assistant Vice President
S-6
BARCLAYS BANK PLC
By: /s/ Marlene Wechrelblatt
-------------------------------
Name: Marlene Wechrelblatt
Title: Vice President
S-7
FLEET NATIONAL BANK
By: /s/ Jorge A. Schwarz
-------------------------------
Name: Jorge A. Schwarz
Title: Director
S-8
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ Vicente L. Timiraos
-------------------------------
Name: Vincente L. Timiraos
Title: Joint General Manager
S-9
SOCIETE GENERALE, NEW YORK BRANCH
By: /s/ Ambrish D. Thanawala
-------------------------------
Name: Ambrish D. Thanawala
Title: Vice President
S-10
STANDARD CHARTERED BANK
By: /s/ Mary Machado-Schammel
-------------------------------
Name: Mary Machado-Schammel
Title: Senior Vice President
By: /s/ Ted H. Iwakoshi
-------------------------------
Name: Ted H. Iwakoshi
Title: Assistant Relationship Manager
S-11
TORONTO DOMINION (TEXAS), INC.
By: /s/ Azar S. Azarpour
-------------------------------
Name: Azar S. Azarpour
Title: Vice President
S-12
WELLS FARGO BANK
By: /s/ Catherine M. Wallace
-------------------------------
Name: Catherine M. Wallace
Title: Vice President
By /s/ J. Gregory Seibly
-------------------------------
Name J. Gregory Seibly
Title Senior Vice President
S-13
CREDIT SUISSE FIRST BOSTON
By: /s/ Robert N. Finney
-------------------------------
Name: Robert N. Finney
Title: Managing Director
By: /s/ Jay Chall
-------------------------------
Name: Jay Chall
Title: Director
S-14
BANCA DI ROMA
By: /s/ Richard Dietz
-------------------------------
Name: Richard Dietz (97271)
Title: Vice President
By: /s/ Thomas C. Woodruff
-------------------------------
Name: Thomas C. Woodruff (97969)
Title: Vice President
S-15
CONSENT OF MATTEL SALES CORP. AND FISHER PRICE, INC.
TO CONSENT AND AMENDMENT TO
CREDIT AGREEMENT (364-DAY FACILITY)
The undersigned Mattel Sales Corp. and Fisher-Price, Inc.,
as guarantors under their respective Continuing Guaranties dated
as of March 31, 2000 (the "Continuing Guaranties") and
signatories to any Mattel Sales Subordination Agreement or Fisher
Price Subordination Agreement, respectively, (the "Subordination
Agreements"), hereby (i) consent to the foregoing Consent and
First Amendment to Credit Agreement (364-Day Facility) dated as
of the date first written above, among Mattel, Inc., the Banks
named therein, Bank of America, N.A., as Administrative Agent,
Citicorp USA, Inc., as Syndication Agent and ABN AMRO Bank N.V.,
as Documentation Agent, (ii) represent and warrant that there is
no defense, counterclaim or offset of any type or nature under
such Continuing Guaranties or the Subordination Agreements before
or after giving effect thereto, and (iii) reaffirm their
obligations thereunder.
Dated as of September 28, 2000.
FISHER-PRICE, INC.
MATTEL SALES CORP.
By: /s/ William Stavro
------------------------
William Stavro
Senior Vice President and
Treasurer
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