SECOND AMENDMENT TO
TERM LOAN AGREEMENT
THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (this
"Amendment") is made and dated as of September 28, 2000, among
MATTEL, INC., a Delaware corporation (the "Company"), THE LENDERS
(as defined below) and THE INDUSTRIAL BANK OF JAPAN, LIMITED, as
administrative agent for the Lenders (in such capacity, the
"Administrative Agent"), and amends the Term Loan Agreement dated
as of July 17, 2000, among the Company, the financial
institutions party thereto from time to time as lenders (each
individually referred to herein as a "Lender" and collectively as
the "Lenders"), the Administrative Agent, and each of The
Industrial Bank of Japan, Limited and Bear, Stearns & Co. Inc.,
as co-syndication agents, as amended by the First Amendment to
Term Loan Agreement dated August 17, 2000 (the "Agreement").
RECITAL
The Company, the Lenders and the Administrative Agent desire
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 defined in the Agreement unless otherwise defined
herein.
2. Amendments. The Company, the Lenders and the
Administrative Agent hereby agree to amend the Agreement as
follows:
2.01 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 (a) the sum of (i) Consolidated Funded
Indebtedness plus (ii) Combined Purchasers' Investments
to (b) the sum of (i) Consolidated Funded Indebtedness
plus (ii) Combined Purchasers' Investments plus (iii)
the Consolidated Net Worth of the Company and its
Subsidiaries, all on a consolidated basis determined in
conformity with GAAP, to exceed (A) at the end of the
fiscal quarter ending September 30, 2000, 68%, (B) at
the end of the fiscal year ending December 31, 2000,
58%, (C) at the end of each of the first three fiscal
quarters in each fiscal year thereafter, 60%, and (D)
at the end of each fiscal year thereafter, 50%."
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2.02 The chart at the end of the last line of Section I.G of
Attachment No. 1 to Exhibit D to the Agreement (Officers'
Certificate) is amended and restated in its entirety as follows:
Period Maximum
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 Lenders and the Administrative Agent:
3.01 Authorization. The execution, delivery and performance
of this Amendment by the Company have been duly authorized by all
necessary corporate action by the Company and have been duly
executed and delivered by the Company.
3.02 Binding Obligation. This Amendment and the Agreement,
as amended hereby, 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, as amended hereby, by the Company has constituted
or resulted in or will constitute or result in a breach of the
provisions of any material agreement to which the Company is a
party or subject, the violation of any law, judgment, decree or
governmental order, rule or regulation applicable to the Company,
or 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
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.
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3.05 Default. No Default or Event of Default under the
Agreement has occurred and is continuing or would be caused by
the effectiveness of this Amendment.
4. Conditions to 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 Amendment. This Amendment, duly executed by the
Company, the Requisite Lenders and the Administrative Agent.
4.02 Consent of Guarantors. A consent to this Amendment,
duly executed by Mattel Sales and Fisher-Price.
4.03 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 instrument or agreement required hereunder.
4.04 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 Effectiveness of the Agreement. Except as hereby
amended, the Agreement shall remain in full force and effect.
5.02 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 when the conditions set forth in
Section 4 have been fulfilled.
5.03 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 Second
Amendment to Term Loan Agreement 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
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THE INDUSTRIAL BANK OF JAPAN,
LIMITED,
as Administrative Agent and a Lender
By: /s/ Vincente L. Timiraos
---------------------------------
Name: Vincente L. Timiraos
____________________________________
Title: Joint General Manager
_____________________________________
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FIRST UNION SECURITIES, INC.
By: /s/ Susan Heavern
--------------------------------
Name: Susan Heavern
Title: Assistant Vice President,
Corporate Banking
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BANK HAPOALIM B.M.
By: /s/ Laura Anne Raffa
--------------------------------
Name: Laura Anne Raffa
Title: First Vice President &
Corporate Manager
By: /s/ Shaun Breidbart
--------------------------------
Name: Shaun Breidbart
Title: Vice President
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ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG - NEW YORK
By: /s/ Rima Terradista
--------------------------------
Name: Rima Terradista
Title: Vice President
By: /s/ Arcinee Hovanessian
--------------------------------
Name: Arcinee Hovanessian
Title: Vice President
Erste Bank New York Branch
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CHANG HWA COMMERCIAL BANK, LTD. NEW
YORK BRANCH
By: /s/ Wan-Tu Yeh
--------------------------------
Name: Wan-Tu Yeh
Title: SVP & General Manager
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THE CHUGOKU BANK, LTD.
By: /s/ Kozo Nakamura
--------------------------------
Name: Kpzp Nakamura
Title: General Manager
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TAIPEI BANK, NEW YORK AGENCY
By: /s/ Sophia Jing
--------------------------------
Name: Sophia Jing
Title: Acting General Manager
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UNITED WORLD CHINESE COMMERCIAL BANK,
LOS ANGELES AGENCY
By: /s/ Shihchen Joseph Jao
--------------------------------
Name: Shihchen Joseph Jao
Title: Vice President &
General Manager
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CONSENT OF MATTEL SALES CORP. AND FISHER-PRICE, INC.
TO SECOND AMENDMENT TO
TERM LOAN AGREEMENT
The undersigned Mattel Sales Corp. and Fisher-Price, Inc.,
as guarantors under their respective Continuing Guaranties dated
as of July 17, 2000 (the "Continuing Guaranties"), hereby (i)
consent to the foregoing Second Amendment to Term Loan Agreement
dated as of September 28, 2000 (the "Amendment") among Mattel,
Inc., the Lenders and The Industrial Bank of Japan, Limited, as
Administrative Agent, (ii) represent and warrant that there is no
defense, counterclaim or offset of any type or nature under the
Continuing Guaranties, before or after giving effect to the
Amendment, and (iii) reaffirm their obligations under the
Continuing Guaranties.
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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