EXHIBIT 99.2
FIRST AMENDMENT TO
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CREDIT AGREEMENT (364-DAY FACILITY)
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THIS FIRST AMENDMENT TO CREDIT AGREEMENT (364-DAY
FACILITY) (this "First Amendment") is dated as of May 17, 1994
and is entered into by and among MATTEL, INC., a Delaware
corporation (the "Company"), THE FINANCIAL INSTITUTIONS LISTED ON
THE SIGNATURE PAGES HEREOF (the "Banks"), and BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent for the Banks
(the "Agent") and amends the Credit Agreement (364-Day Facility)
dated as of March 18, 1994 among the Company, the Banks and the
Agent (the "Agreement").
RECITAL
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The Company has requested that the Banks and the Agent
amend the Agreement, and the Banks and Agent are willing to amend
the Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Terms. All capitalized terms used herein 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 parties hereto agree that the
Agreement is amended as follows:
2.1 The definition of "Certificate of Deposit Rate"
within the definition of "CD Rate" in Section 1.1 of the
Agreement is amended by deleting "Reference Banks" on the next-to-
last line thereof and inserting "Agent" in lieu thereof.
2.2 The proviso to Section 2.1 of the Agreement is
amended by amending and restating clause (ii) thereof in its
entirety as follows:
"(ii) if at any time between November 1 of
each year and the Termination Date (the "Rating
Period") the rating on the Company's long-term
unsecured Indebtedness by any one of S&P, Moody's or
Duff & Phelps is below investment grade, there shall be
no Loans outstanding for 30 consecutive days during
such Rating Period; provided, that if any of such
ratings is first downgraded below investment grade
within 30 consecutive days of the end of such Rating
Period, there shall be no Loans outstanding from and
after the
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date of such downgrade through and including
the Termination Date, and in each case the Company
shall prepay any outstanding Loans pursuant to Section
2.6(b) to the extent required to not have any Loans
outstanding during such period; and"
2.3 Section 2.5 of the Agreement is amended and
restated in its entirety as follows:
"2.5 Termination or Reduction of Aggregate
Loan Commitment.
"(a) Termination or Reduction. The Company
may from time to time, in accordance with Section
2.5(b), reduce or terminate the Aggregate Loan
Commitment. Any change in the Aggregate Multi-Year
Commitment or the Aggregate Receivables Commitment
shall be effected pursuant to the Multi-Year Facility.
"(b) Procedures. (i) The Company may effect
the termination or reduction of the Aggregate Loan
Commitment by delivering a written notice to the Agent,
specifying the date and amount of such termination or
reduction, not less than three Business Days' prior to
the date of the requested termination or reduction.
"(ii) Promptly after receipt of such notice
(and in no event later than the end of the following
Business Day), the Agent shall notify each Bank
thereof.
"(iii) Any partial reduction of the
Aggregate Loan Commitment shall be in an aggregate
minimum amount of $10,000,000, and integral multiples
of $1,000,000 in excess of that amount. Any reduction
of the Aggregate Loan Commitment shall be applied to
each Bank in accordance with such Bank's Pro Rata Share
thereof. Any reduction or termination of the Aggregate
Loan Commitment shall be permanent. All accrued
commitment fees to, but not including the effective
date of any termination of the Aggregate Loan
Commitment, shall be paid on the effective date of such
termination.
"(iv) No reduction or termination of the
Aggregate Loan Commitment shall be permitted if, after
giving effect thereto and to any prepayments made on
the effective date thereof, the outstanding principal
amount of the Loans hereunder would exceed the
Aggregate Loan Commitment.
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"(v) Concurrently with any termination or
reduction of the Aggregate Loan Commitment, the Company
shall sign such amended Notes as requested by the Banks
through the Agent."
2.4 Section 4.2(b) of the Agreement is amended and
restated in its entirety as follows:
"(b) The representations and warranties of
the Company contained in any Loan Document (except the
representation and warranty contained in Section 5.9
and, in the case of a borrowing of Loans where the
aggregate principal amount of the Loans being made on
that Funding Date equals or is less than the aggregate
principal amount of Loans maturing on that Funding
Date, the representation and warranty contained in
Section 5.11), shall be true, correct and complete in
all material respects on and as of that Funding Date,
to the same extent as though made on and as of that
Funding Date; and"
2.5 Section 7.6 of the Agreement is amended by
deleting "$736,000,000" and inserting "$655,000,000" in lieu
thereof.
3. Representations and Warranties. The Company
represents and warrants to the Banks and the Agent:
3.1 Authorization. The execution, delivery and
performance of this First 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.
3.2 Binding Obligation. This First 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.
3.3 No Legal Obstacle to Agreements. Neither the
execution of this First 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
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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 First 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.
3.4 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.
3.5 Default. No Default or Event of Default under the
Agreement has occurred and is continuing.
4. Conditions, Effectiveness. The effectiveness of
this First Amendment shall be subject to the compliance by the
Company with its agreements herein contained, and to the delivery
of the following to Agent in form and substance satisfactory to
Agent:
4.1 Corporate Resolution. 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 effective date
of this First Amendment, authorizing the amendments to the
Agreement herein provided for and the execution, delivery and
performance of this First Amendment and any note or other
instrument or agreement required hereunder.
4.2 Authorized Signatories. A certificate, signed by
the Secretary or an Assistant Secretary of the Company and dated
the date of this First Amendment, as to the incumbency of the
person or persons authorized to execute and deliver this First
Amendment and any instrument or agreement required hereunder on
behalf of the Company.
4.3 Other Evidence. Such other evidence with respect
to the Company or any other person as the Agent or any Bank may
reasonably request to establish the consummation of the
transactions contemplated hereby, the taking of all corporate
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action in connection with this First Amendment and the Agreement
and the compliance with the conditions set forth herein.
5. Miscellaneous.
5.1 Effectiveness of the Agreements. Except as hereby
amended, the Agreement shall remain in full force and effect.
5.2 Waivers. This First Amendment is specific in time
and 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.
5.3 Counterparts. This First 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 First Amendment shall not become
effective until the Company, the Banks, the Agent, and Mattel
Sales shall have signed a copy hereof, whether the same or
counterparts, and the same shall have been delivered to the
Agent.
5.4 Jurisdiction. This First Amendment, and any
instrument or agreement required hereunder, shall be governed by
and construed under the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to be duly executed and delivered by their proper
and duly authorized officers as of the day and year first above
written.
MATTEL, INC.
By /s/ William Stavro
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WILLIAM STAVRO
Vice President and
Treasurer
(Signatures continue)
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AGENT BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent
By /s/ Kay Warren
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KAY WARREN
Vice President
BANKS: BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ Robert W. Troutman
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ROBERT W. TROUTMAN
Vice President
ABN AMRO BANK N.V.
By /s/ J. Alexander Pruijs
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Title Vice President
By /s/ Ellen M. Coleman
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Title Assistant Vice President
THE BANK OF CALIFORNIA, N.A.
By /s/ Thomas H. Tegart
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Title Vice President
BANQUE NATIONALE DE PARIS
By /s/ Clive Bettles
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Title Vice President
By /s/ Rafael Lumanlan
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Title Vice President
(Signatures continue)
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CHEMICAL BANK
By /s/ John J. Huber III
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Title: Managing Director
CONTINENTAL BANK N.A.
By /s/ Donald Hartmann
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Title Vice President
DRESDNER BANK AG, Los Angeles
Agency
By /s/ Barbara J. Readick
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Title Vice President
By /s/ Dennis G. Blank
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Title Assistant Vice President
THE FIRST NATIONAL BANK OF BOSTON
By /s/ J. Peter Mitchell
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Title Director
MANUFACTURERS & TRADERS TRUST CO.
By /s/ Geoffery R. Fenn
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Title Vice President
MARINE MIDLAND BANK
By /s/ Mary Ann Tappero
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Title Vice President
(Signatures continue)
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NATIONSBANK OF TEXAS, N.A.,
as a Bank and as Transfer and
Administration Agent.
By /s/ J. Blake Seaton
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Title Vice President
PNC BANK, NATIONAL ASSOCIATION
By /s/ John R. Heskett
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Title Commercial Banking
Officer
ISTITUTO BANCARIO SAN
PAOLO di TORINO SpA
By /s/ Roberto Gorlier
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Title Branch Manager
By /s/ Glen Binder
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Title Assistant Vice President
TORONTO-DOMINION (TEXAS), INC.
By /s/ Warren Finlay
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Title Vice President
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CONSENT OF MATTEL SALES CORP.
The undersigned Mattel Sales Corp. hereby consents to the
foregoing First Amendment to Credit Agreement (364-Day Facility)
dated as of May 17, 1994, and reaffirms the Continuing Guaranty
(364-Day Facility) dated as of March 18, 1994.
Dated: May 17, 1994
MATTEL SALES CORP.
By: /s/ William Stavro
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Title: Vice President and
Treasurer
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