EXHIBIT 99.4
SECOND AMENDMENT TO
CREDIT AGREEMENT
(364-DAY FACILITY)
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (364-DAY
FACILITY (this "Second Amendment") is dated as of September
30, 1994 and is entered into by and among MATTEL, INC., a
Delaware corporation (the "Company"), THE FINANCIAL
INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF
(individually referred to herein as a "Bank" and
collectively as the "Banks") and BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION as the 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, as amended by the First Amendment to
Credit Agreement dated as of May 17, 1994 (the "Credit
Agreement").
PRELIMINARY STATEMENT.
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The parties to the Credit Agreement desire to
amend the Credit Agreement.
In consideration of the premises and for other
good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as
follows:
1. Terms. All capitalized terms used herein
shall have the same meanings as in the Credit Agreement
unless otherwise defined herein. All references to the Loan
Documents shall mean the Loan Documents as hereby amended.
2. Amendments. The parties hereto agree that
the Credit Agreement is amended as follows:
2.1 The definition of "Future Indebtedness" in
Section 1.1 of the Agreement is amended and restated in its
entirety as follows and realphabetized in Section 1.1 as
appropriate:
"Debt" means unsecured Indebtedness for borrowed
money by the Company or its Domestic Material
Subsidiaries having maturities in excess of one year,
excluding (i) intercompany Indebtedness, (ii)
Indebtedness permitted to be secured under Section 7.2,
(iii) Indebtedness incurred under the Transfer and
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Administration Agreement and (iv) Indebtedness
hereunder and under the Multi-Year Facility."
2.2 Section 7.1(b) of the Credit Agreement is
amended and restated in its entirety as follows:
"(b) Debt in excess of $150,000,000 in
the aggregate incurred in any one calendar year,
net of paydowns of Debt in such year commencing
January 1, 1994; provided that any such Debt so
incurred (x) will not contain any terms and
conditions that in the aggregate are more
restrictive than the terms and conditions
contained in this Agreement and (y) will not cause
the Company to be in violation of Sections 7.5,
7.6, or 7.7 of this Agreement."
2.3 Section 7.6 of the Credit Agreement is
amended and restated in its entirety as follows:
"7.6 Consolidated Tangible Net Worth.
The Company shall not permit its Consolidated
Tangible Net Worth at the end of any fiscal
quarter to be less than $655,000,000 plus 50% of
each fiscal quarter's Consolidated Net Income
subsequent to December 31, 1993 (but without
reduction for any losses) plus 100% of any Net
Issuance Proceeds less an amount equal to the
Company's cost of any repurchases of the Company's
capital stock or any goodwill due to acquisitions
subsequent to December 31, 1993 in an aggregate
amount not exceeding $125,000,000."
3. Representations and Warranties. The Company
represents and warrants to the Banks, the Agent:
3.1 Authorization. The execution, delivery and
performance of this Second 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 Second Amendment
and the Loan Documents 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
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generally or by the application of general principles of
equity.
3.3 No Legal Obstacle to Agreements. Neither the
execution of this Second Amendment, the making by the
Company of any borrowings under the Credit Agreement, as
amended hereby, nor the performance of the Loan Documents 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 authority is
required to be obtained by the Company to permit the
execution, delivery or performance by the Company of this
Second Amendment, the Loan Documents, as amended hereby, or
the transactions contemplated hereby or thereby, or the
making of any borrowing by the Company under the Credit
Agreement, as amended hereby.
3.4 Incorporation of Certain Representations.
The representations and warranties set forth in Section 5 of
the Credit 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 Credit Agreement has occurred and is continuing.
4. Conditions, Effectiveness. The effectiveness
of this Second 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 Second Amendment, authorizing
the amendments to the Loan Documents herein provided for and
the execution, delivery and performance of this Second
Amendment and any other instrument or agreement required
hereunder.
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4.2 Authorized Signatories. A certificate,
signed by the Secretary or an Assistant Secretary of the
Company and dated the date of this Second Amendment, as to
the incumbency of the person or persons authorized to
execute and deliver this Second 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 action in connection with this
Second Amendment and the Loan Documents and the compliance
with the conditions set forth herein.
5. Miscellaneous.
5.1 Effectiveness of the Agreements. Except as
hereby amended, the Loan Documents shall remain in full
force and effect. This Second Amendment shall be effective
September 30, 1994.
5.2 Waivers. This Second 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 Loan Documents, or under any agreement,
contract, indenture, document or instrument mentioned in the
Loan Documents; 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 Loan
Documents, constitute a waiver of any other default of the
same or of any other term or provision.
5.3 Consent of Transfer and Administration
Agent. NationsBank of Texas, N.A. consents and agrees to
the terms hereof in its capacity as Transfer and
Administration Agent.
5.4 Counterparts. This Second 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 Second 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.
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5.5 Jurisdiction. This Second 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
executed this Second Amendment by their 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
AGENT BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent
By /s/ Kay Warren
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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
(Signatures continue)
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BANQUE NATIONALE DE PARIS
By /s/ Clive Bettles
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Title Vice President
By /s/ Deborah Gohh
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Title Vice President
CHEMICAL BANK
By /s/ Susie Kjorlien
----------------------------
Title: Vice President
BANK OF AMERICA ILLINOIS
(FORMERLY NAMED CONTINENTAL BANK
N.A.)
By /s/ Robert W. Troutman
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Title Vice President
DRESDNER BANK AG, Los Angeles
Agency
By /s/ Jon M. Bland
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Title Senior Vice President
By /s/ Dennis G. Blank
----------------------------
Title Vice President
THE FIRST NATIONAL BANK OF BOSTON
By /s/ Debra Zurka
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Title Vice President
MANUFACTURERS & TRADERS TRUST CO.
By /s/ Geoffery R. Fenn
----------------------------
(Signatures continue) Title Vice President
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MARINE MIDLAND BANK
By /s/ Mary Ann Tappero
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Title Vice President
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/ Ted A. Dunn
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Title Assistant Vice President
ISTITUTO BANCARIO SAN
PAOLO di TORINO SpA
By /s/ Donald W. Brown
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Title Branch Manager
By /s/ Glen Binder
----------------------------
Title Vice President
TORONTO-DOMINION (TEXAS), INC.
By /s/ Frederic B. Hawley
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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 Second Amendment to Credit Agreement (364-Day Facility)
dated as of September 30, 1994, and reaffirms the Continuing
Guaranty (364-Day Facility) dated as of March 18, 1994 and the
Mattel Sales Security Agreement dated as of March 18, 1994 executed
and delivered by Mattel Sales Corp.
Date: September 30, 1994
MATTEL SALES CORP.
By: /s/ William Stavro
----------------------------
Title: Vice President and
Treasurer