Exhibit 4.2
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MATTEL, INC.
OFFICER'S CERTIFICATE PURSUANT TO
SECTIONS 2.2, 10.4 AND 10.5 OF THE INDENTURE
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Each of Harry J. Pearce, Chief Financial Officer, and William Stavro,
Senior Vice President & Treasurer, of Mattel, Inc., a Delaware corporation (the
"Company"), having read the Indenture dated as of February 15, 1996 (the
"Indenture"), between the Company and Chase Manhattan Bank and Trust Company,
National Association (formerly Chemical Trust Company of California), as
Trustee, including Section 2.2 thereof, do hereby determine and certify, in
their respective corporate capacities, pursuant to the authority vested in them
by the Board of Directors of the Company (pursuant to resolutions duly adopted
by the Board of Directors of the Company on August 21, 1997) as follows:
(i) They hereby authorize and establish a Series of Securities to
be issued under the Indenture entitled the "6% Notes Due July 15, 2003"
(the "Notes");
(ii) The Notes shall constitute part of a single Series of
Securities under the Indenture, which Series is limited in aggregate
principal amount to $150,000,000 (except for Notes authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Notes pursuant to Section 2.7, 2.8 or 2.11);
(iii) The date on which principal of each Note is payable shall
be July 15, 2003 (the "Maturity Date");
(iv) The rate at which each Note shall bear interest shall be 6%
per annum. Interest will accrue from the most recent date on which
interest has been paid or duly provided for or if no interest has been paid
or duly provided for, from July 24, 1998, until the principal thereof has
been paid or duly made available for payment. Interest will be payable on
each Interest Payment Date, which shall be on January 15 and July 15 of
each year, commencing January 15, 1999, and at maturity. The interest so
payable and punctually paid or duly provided for, on any Interest Payment
Date will be paid to the person in whose name such Note is registered at
the close of business on the Record Date for such Interest Payment date,
which Record Date shall be the January 1 or July 1 immediately preceding
such Interest Payment Date (whether or not a Business Day); provided,
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however, that interest payable on the Maturity Date will be payable to the
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person to whom principal shall be payable;
(v) Payment of the principal of each Note and the interest due on
the Maturity Date will be made in immediately available funds upon
surrender of such Note at the principal corporate trust office of the
Trustee or at the office or agency of the Trustee maintained for that
purpose in The City of New York, New York, or at such other paying agency
as the Company may determine;.
(vi) The Notes are redeemable, in whole or in part, at the option
of the Company at any time at a redemption price equal to the greater of
(i) 100% of the principal amount of the Notes so redeemed or (ii) as
determined by a Quotation Agent (as defined below), the sum of the present
values of the remaining scheduled payments of principal and interest
thereon discounted to the redemption date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Adjusted Treasury
Rate (as defined below), plus, in each case, accrued interest thereon to
the redemption date;
(vii) The Company shall not be obligated to redeem or purchase
any Note pursuant to any sinking fund or analogous provision or at the
option of the Holder thereof;
(viii) The Notes shall be issued in registered form in
denominations of $1,000 and integral multiples thereof and each Note will
be represented by a global security registered in the name of a securities
depository;
(ix) The principal of the Notes shall be payable upon declaration
of acceleration of maturity pursuant to Section 6.2 of the Indenture;
(x) The currency of denomination of the Notes shall be the coin
or currency of the United States of America that at the time of payment is
legal tender for public and private debts;
(xi) Principal of and interest on the Notes shall be payable in
the coin or currency of the United States of America that at the time of
payment is legal tender for public and private debts;
(xii) For purposes of the Notes only, the following terms shall
have the meanings indicated:
"Adjusted Treasury Rate" means, with respect to any redemption
date, the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date,
plus 0.10%.
"Business Day" means any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close in The City of New
York, New York or San Francisco, California.
"Comparable Treasury Issue" means the United States Treasury
security selected by a Quotation Agent as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity
to the remaining term of the Notes.
"Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) on the third Business Day preceding such redemption date, as set
forth in the daily statistical release (or any successor release) published
by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for U.S. Government Securities" or (ii) if such release (or any
successor release) is not published or does not contain such prices on such
Business Day, the average of the Reference Treasury Dealer Quotations for
such redemption date.
"Quotation Agent" means one of the Reference Treasury Dealers
appointed by the Company and certified to the Trustee by the Company.
"Reference Treasury Dealer" means each of Credit Suisse First
Boston Corporation, Morgan Stanley & Co. Incorporated and their respective
successors; provided, however, that if any of the foregoing shall cease to
be a primary U.S. Government securities dealer in New York City (a "Primary
Treasury Dealer"), the Company shall substitute therefor another Primary
Treasury Dealer and certify the same to the Trustee; and any other Primary
Treasury Dealer selected by the Company and certified to the Trustee by the
Company.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Company and certified to the Trustee by the Company, of
the bid and asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) quoted in writing to the
Company by such Reference Treasury Dealer at 5:00 p.m. on the third
Business Day preceding such redemption date; and
(xiii) The Notes shall be in the form included herewith as Annex
A.
I have read the Indenture, including Section 2.2 thereof. In my
opinion, I have made such examination or investigation as is necessary to enable
me to express an informed opinion as to whether the conditions precedent
provided for in the Indenture relating to the establishment of a Series of
Securities (as defined in the Indenture) have been complied with. In my
opinion, all conditions precedent provided for in the Indenture relating to the
establishment of the Series of Notes have been complied with.
IN WITNESS WHEREOF, we have hereunto signed our names and affixed the
seal of the Company this 24th day of July, 1998.
[SEAL]
/s/ Harry J. Pearce
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Harry J. Pearce
Chief Financial Officer
/s/ William Stavro
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William Stavro
Senior Vice President and Treasurer