EXHIBIT 4.1
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 and 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
(formerly Chemical Trust Company of California), as Trustee, including Section
2.2 thereof, do hereby determine and certify 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 November 4, 1998) as
follows:
(i) They hereby authorize and establish a Series of Securities
to be issued under the Indenture entitled the Series D Medium-Term Note
(the "Notes"), the terms and provisions of, and the form of notes
representing, such Series to be determined and approved by the Chief
Financial Officer and the Treasurer of the Company, which determination and
approval are to be evidenced by an Officers' Certificate as contemplated by
Section 2.2 of the Indenture;
(ii) It is hereby determined that the terms and provisions of
the Notes shall be as set forth in Annex A hereto and the forms of Notes
shall be as set forth in Annex B and Annex C hereto;
(iii) I have read the Indenture, including Section 2.2 thereof;
(iv) 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; and
(v) 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 16th day of April, 1999.
By: /s/ Harry J. Pearce
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Harry J. Pearce
Chief Financial Officer
By: /s/ William Stavro
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William Stavro
Senior Vice President and Treasurer
2
ANNEX A
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Except as otherwise provided in the forms of Fixed Rate Note and
Floating Rate Note included herewith, the terms of the Notes shall be as follows
(terms defined in the Indenture or in the forms of Fixed Rate Note and Floating
Rate Note included herewith and not otherwise defined herein are used herein as
so defined):
(1) A Series of Securities to be issued under the Indenture has
been designated as the "Series D Medium-Term Notes" (such series is
hereinafter referred to as the "Notes" and each individual obligation under
such series, a "Note");
(2) The Notes shall constitute part of a single Series of
Securities under the Indenture, which Series is not limited in aggregate
principal amount, but is limited in aggregate initial public offering price
to $400,000,000;
(3) The date(s) on which principal of each Note is payable shall
be such date more than nine months from the date of issuance as is selected
by the purchaser of such Note and agreed to by the Chairman of the Board,
any President, any Vice President, the Treasurer, the Secretary, any
Assistant Treasurer or any Assistant Secretary of the Company (the
"Authorized Officers") at the time of issuance thereof, which date(s) shall
be included in the form of such Note upon issuance thereof;
(4) The rate or rates and, if applicable, the method used to
determine the rate, at which each Note shall bear interest (which may not
in any case exceed the maximum rate permitted under applicable law) shall
be determined by the Authorized Officers at the time of issuance thereof,
which rate or rates or method for establishing the rate shall be included
in the form of such Note upon issuance thereof. 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 the Interest
Accrual Date, until the principal thereof has been paid or duly made
available for payment (except as provided below). Interest will be payable
on each Interest Payment Date, which shall be on May 15 and November 15 of
each year with respect to Fixed Rate Notes and on a date or dates as
specified in Floating Rate Notes, and at a maturity as specified in the
Note. 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 date 15 calendar days
prior to each Interest Payment Date (whether or not a Business Day);
provided, however, that interest payable on any Maturity Date (or any
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redemption or repayment date) will be payable to the person to whom
principal shall be payable. The first payment of interest on any Note
issued between a Record Date and an Interest Payment Date will be made on
the Interest Payment Date following the next succeeding Record Date to the
person in whose name such Note is registered on such next succeeding Record
Date;
(5) Payment of the principal of each Note, any premium and the
interest due on any Maturity Date (or any redemption or repayment 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.
Payment of the principal of and premium, if any, and interest on each Note
will be made in the Specified Currency at the office or offices indicated
in such Note; provided, however, that U.S. dollar payments of interest,
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other than interest due at maturity or on any date of redemption or
repayment, will be made by U.S. dollar check mailed to the address of the
person entitled thereto as such address shall appear in the Note register.
A holder of U.S. $10,000,000 or more in aggregate principal amount of Notes
having the same Interest Payment Date will be entitled to receive payments
of interest, other than interest due at maturity or on any date of
redemption or repayment, by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Paying
Agent in writing not less than 15 calendar days prior to the applicable
Interest Payment Date. If a Note is denominated in a Specified Currency
other than U.S. dollars and payments of interest are to be made by wire
transfer, such payments of interest thereon will be made by wire transfer
of immediately available funds to an account maintained by the holder
thereof with a bank located outside the United States if appropriate wire
transfer instructions have been received by the Paying Agent in writing not
less than 15 calendar days prior to the applicable Interest Payment Date.
If such wire transfer instructions are not so received, such interest
payments will be made by check payable in such Specified Currency mailed to
the address of the person entitled thereto as such address shall appear in
the Note register;
(6) Any Note may be redeemed or repurchased at the times and in
the manner set forth in such Note at the time of issuance thereof, as
determined and certified to the Trustee by the Authorized Officers;
(7) The Company shall be obligated to redeem or purchase each
Note pursuant to such sinking fund or analogous provisions (if any) or at
the option of the Holder thereof (if provided by the terms of the Note),
within such period or periods, at such price or prices and upon such other
terms and conditions as are set forth in such Note at the time of issuance
thereof, as determined and certified to the Trustee by the Authorized
Officers;
(8) The Notes shall be issued in registered form in
denominations of $1,000 and integral multiples thereof and each Note will
be represented by either a global security registered in the name of a
securities depository or a certificate issued in definitive form, as
determined and set forth at the time of issuance thereof;
(9) The principal of the Notes shall be payable upon declaration
of acceleration of maturity pursuant to Section 6.2 of the Indenture,
except that in the case of a Discount Security, the portion of the
principal that shall be payable upon declaration of acceleration shall be
such portion as is set forth in such Discount Note
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at the time of issuance thereof, as determined and certified to the Trustee
by the Authorized Officers;
(10) Unless specified otherwise in any Note, 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;
(11) Unless specified otherwise in any Note, 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;
(12) The manner in which the exchange rate used to calculate
payment of principal of or interest on the Notes that are to be made in a
Foreign Currency shall be as set forth in such Note at the time of issuance
thereof, as determined and certified to the Trustee by the Authorized
Officers;
(13) The manner in which the amount of any payment of principal
of or interest on any Note that is to be determined by reference to a
commodity, commodity index, stock exchange index or financial index shall
be as set forth in such Note at the time of issuance thereof, as determined
and certified to the Trustee by the Authorized Officers;
(14) Any other terms of the Notes, which shall not be
inconsistent with the Indenture, shall be as set forth in such Note at the
time of issuance thereof, as determined and certified to the Trustee by the
Authorized Officers;
(15) Fixed Rate Notes shall be in the form included herewith as
Annex B, and Floating Rate Notes shall be in the form included herewith as
Annex C hereto; and
(16) Any depositories, interest rate calculation agents,
exchange rate calculation agents or other agents with respect to the Notes,
other than those appointed in the Indenture, will be such as are in the
future appointed from time to time in accordance with the terms of the
Indenture.
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