Exhibit 4.4
REGISTERED
CUSIP: 577081 AP7
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A
NOMINEE OF THE DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY,
BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR OF THE
DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY
(AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
MATTEL, INC.
6 1/8% Note Due July 15, 2005
No. R-1 $150,000,000
Mattel, Inc., a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Company," which term includes any
successor to the Company under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of One Hundred Fifty Million Dollars ($150,000,000) on July 15,
2005 and to pay interest thereon from July 24,1998 or from the most recent
interest payment date to which interest has been paid or duly provided for,
semiannually in arrears on January 15 and July 15 in each year, commencing
January 15, 1999, at the rate of 6 1/8% per annum, until the principal hereof is
paid or made available for payment to the persons in whose name this Security is
registered at the close of business on the preceding January 1 and July 1,
respectively; provided, however, that interest payable at maturity will be
payable to the persons to whom the principal of this Security shall be payable.
Interest on this Security shall be computed on the basis of a 360-day year of
twelve 30-day months. As used herein, "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.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the person entitled thereto as such
address shall appear in the register for the Securities.
Reference is hereby made to the further provisions of this Security set
forth on pages 4 to 9 following the signature page hereof, which further
provisions shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the pages following the signature page hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
[Signature Page to Follow]
IN WITNESS WHEREOF, the Company has caused this Security to be duly
executed under its corporate seal.
DATED: July 24, 1998 MATTEL, INC.
By
-----------------------
Name:
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities referred to in the
within-mentioned Indenture.
CHASE MANHATTAN BANK AND TRUST
COMPANY, NATIONAL ASSOCIATION,
as Trustee
By ________________________________
Authorized Signatory
REVERSE OF SECURITY
This Security is one of a duly authorized series of securities of the
Company (herein called the "Securities"), issued under an Indenture, dated as of
February 15, 1996, (the "Indenture") which Indenture may be supplemented from
time to time by supplemental indentures, each between the Company and Chase
Manhattan Bank and Trust Company, National Association (formerly Chemical Trust
Company of California), as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. The Securities are subject to, and
qualified by, all of the terms of the Indenture. This Security is one of the
series designated on the face hereof, limited in aggregate principal amount to
$150,000,000. The Securities are general obligations of the Company. To the
extent not inconsistent herewith, the terms of the Indenture are hereby
incorporated by reference.
The Securities are subject to redemption upon not less than 30 days' nor
more than 60 days' notice by first class mail, 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 Securities so redeemed or (ii) as
determined by a Quotation Agent, 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, plus, in each case, accrued
interest thereon to the redemption date.
Unless the Company defaults in payment of the redemption price, interest
will cease to accrue on the Securities or portions thereof called for redemption
on and after the redemption date.
The Securities will not be entitled to the benefit of a sinking fund.
"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 0.15%.
"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 Security 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 such Security.
"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.
In the event of redemption of this Security in part only, a new Security or
Securities of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.
This Security and all the obligations of the Company hereunder are direct,
unsecured obligations of the Company and rank without preference or priority
among themselves and pari passu with all other existing and future unsecured and
unsubordinated indebtedness of the Company, subject to certain statutory
exceptions in the event of liquidation upon insolvency. This Security, and any
Security or Securities issued upon transfer or exchange hereof, is issuable only
in fully registered form, without coupons, and is issuable only in denominations
of U.S. $1,000 and any integral multiple of U.S. $1,000 in excess thereof.
The Trustee has been appointed registrar for the Securities, and the
Trustee will maintain at its office in San Francisco, California, a register for
the registration and transfer of Securities. This Security may be transferred
at the aforesaid office of the Trustee or at the office of the Trustee in The
City of New York, New York, by surrendering this Security for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered Holder hereof in person or by the
Holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Security or Securities having identical terms and provisions and having a like
aggregate principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Trustee will not be
required (i) to register the transfer of or exchange any Security that has been
called for redemption in whole or in part, except the unredeemed portion of
Securities being redeemed in part or (ii) to register the transfer of or
exchange Securities to the extent and during the period so provided in the
Indenture with respect to the redemption
of Securities. Securities are exchangeable at said offices for other Securities
of other authorized denominations of equal aggregate principal amount having
identical terms and provisions. All such exchanges and transfers of Securities
will be free of charge, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge in connection therewith. All
Securities surrendered for exchange shall be accompanied by a written instrument
of transfer in form satisfactory to the Trustee and executed by the registered
Holder in person or by the Holder's attorney duly authorized in writing. The
date of registration of any Security delivered upon any exchange or transfer of
Securities shall be determined by the Company and shall be such that no gain or
loss of interest results from such exchange or transfer.
In case any Security shall at any time become mutilated, defaced or be
destroyed, lost or stolen and such Security or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Security of like tenor will be issued by the
Company in exchange for the Security so mutilated or defaced, or in lieu of the
Security so destroyed or lost or stolen, but, in the case of any destroyed or
lost or stolen Security, only upon receipt of evidence satisfactory to the
Trustee and the Company that such Security was destroyed, lost or stolen and, if
required, upon receipt also of indemnity satisfactory to each of them. All
expenses and reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new Security shall be
borne by the Holder of the Security mutilated, defaced, destroyed, lost or
stolen.
The Indenture provides that if an Event of Default, as defined in the
Indenture, shall occur and be continuing with respect to any series of debt
securities issued under the Indenture, the Trustee or the Holders of not less
than 25% in aggregate principal amount of the debt securities then outstanding
of the series may, by a notice in writing to the Company (and to the Trustee if
given by such Holders), declare the principal of, and the premium, if any, on
such series to be due and payable, together with interest accrued thereon. Any
Event of Default with respect to a particular series of debt securities may be
waived by the Holders of a majority in aggregate principal amount of the
outstanding debt securities of the series affected, except in each case a
failure to pay the principal of, or premium, if any, or interest on, such debt
securities.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than 50% in aggregate principal
amount of the debt securities at the time outstanding of all series to be
affected (or not less than 50% in aggregate principal amount of any series
affected in case one or more but not all of the series are affected) evidenced
as provided in the Indenture, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the Holders of the securities of each such series; provided, however,
that no such supplemental indenture shall, among other matters, (i) change the
fixed maturity of any debt security, or reduce the rate of or extend the time of
payment of any interest thereon, or reduce the principal amount thereof or any
premium thereon, or make the principal thereof or any interest or premium
thereon payable in any currency other than that herein before provided, without
the consent of the Holder of each debt security so affected, or (ii) reduce the
aforesaid percentage of debt securities, the Holders of which are required to
consent to any
such supplemental indenture, without the consent of the Holder of each debt
security affected.
So long as this Security shall be outstanding, the Company will cause to be
maintained an office or agency for the payment of the principal of and the
premium, if any, and interest on this Security as herein provided in The City of
New York, and an office or agency in said City for the registration, transfer
and exchange as aforesaid of the Securities and where notices and demands to or
upon the Company in respect of the Securities may be served. The Company may
designate other agencies for the payment of said principal, premium and interest
at such place or places (subject to applicable laws and regulations) as the
Company may decide. So long as there shall be such an agency, the Company shall
keep the Trustee advised of the names and locations of such agencies, if any are
so designated. With respect to moneys paid by the Company and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Securities that remain unclaimed at the end of the two
years after such principal, interest or premium shall have become due and
payable (whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the Holders of such Securities that
such moneys shall be repaid to the Company and any person claiming such moneys
shall thereafter look only to the Company for payment thereof and (ii) such
moneys shall be so repaid to the Company. Upon such repayment all liability of
the Trustee or such Paying Agent with respect to such moneys shall thereupon
cease, without, however, limiting in any way any obligation that the Company may
have to pay the principal of or interest or premium, if any, on this Security as
the same shall become due.
No provision of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Security at the time, place,
and rate, and in the coin or currency, herein prescribed unless otherwise agreed
between the Company and the registered Holder of this Security.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and none of the Company, the
Trustee or any such agent shall be affected by notice to the contrary.
Upon any consolidation by the Company with or merger by the Company into
any other corporation or any conveyance, sale, lease or other disposition of all
or substantially all of the assets of the Company in accordance with the
Indenture, the successor corporation formed by such consolidation or into which
the Company is merged or to which such conveyance, sale, lease or other
disposition is made shall succeed to, and be substituted for, and may exercise
every right and power of the Company under the Indenture with the same effect as
if such successor corporation had been named as the Company therein, and
thereafter, except in the case of a lease, the predecessor corporation shall be
relieved of all obligations and covenants under the Indenture and the
Securities.
No recourse shall be had for the payment of the principal of, premium, if
any, or the interest on this Security, for any claim based hereon, or otherwise
in respect hereof, or based
on or in respect of the Indenture or any supplemental indenture thereto, against
any director, officer, employee or stockholder as such, of the Company or of any
successor corporation, all such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof, expressly waived and released.
THIS SECURITY SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF CALIFORNIA.
All terms used in this Security which are defined in the Indenture and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as
tenants in common
UNIF GIFT MIN ACT -____________________ Custodian ___________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act ______________________________________
State
Additional abbreviations may also be used though not in the above list.
____________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE)
_____________________________________
_____________________________________
_____________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OF ASSIGNEE)
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing such person attorney to transfer such Security on the books of
the Company, with full power of substitution in the premises.
Dated: ________________ _________________________________________
NOTICE: The signature to this assignment must
correspond to the name as written upon the face of this
Security in every particular, without alteration or any
change whatsoever; signature(s) must be guaranteed by
an eligible guarantor institution (banks, stock
brokers, savings and loan associations and credit
unions with membership in an approved signature
guarantee medallion program) pursuant to Securities and
Exchange Commission Rule 17Ad-15.