8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report:

February 10, 2005

MATTEL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-05647	95-1567322
(State or other jurisdiction of corporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

333 Continental Boulevard, El Segundo, California	90245-5012
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(310) 252-2000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Section 2 - Financial Information

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 7, 2005, Mattel, Inc. (“Mattel”) and Bank of America, N.A. (“Bank of America”) entered into a commitment letter dated February 4, 2005, authorizing Bank of America to commence syndication efforts associated with amending Mattel’s Second Amended and Restated Credit Agreement dated as of March 19, 2004 (the “domestic unsecured committed revolving credit facility.”) Bank of America currently acts as a lender and the administrative agent and its affiliate was sole lead arranger and sole book manager in connection with the domestic unsecured committed revolving credit facility. Additionally, Bank of America currently acts as the administrative agent and a purchaser under the domestic receivables sales facility that is a sub-facility of the domestic unsecured committed revolving credit facility. Bank of America and Mattel also have various banking arrangements conducted in the ordinary course of business.

Bank of America has committed an aggregate of up to $200 million to the domestic unsecured committed revolving credit facility, with the balance to be raised in the syndicated bank loan market.

Upon successful completion of the syndication and at the time of closing, Mattel’s domestic unsecured committed revolving credit facility will be amended to extend the term until March 31, 2010 from its current expiration on March 31, 2007. If there are sufficient aggregate commitments, Mattel has the option to increase the size of the domestic unsecured committed revolving credit facility to $1.5 billion from its current size of $1.3 billion. All other terms and conditions of the amended facility will be substantially similar to the existing facility, including the debt-to-capital and interest coverage ratios.

Mattel expects that the closing of the domestic unsecured committed revolving credit facility will occur in March 2005. While management knows of no reason why Mattel will not be able to achieve this goal, there can be no assurance.

The foregoing brief summary of the commitment letter is qualified in its entirety by reference to the commitment letter, a copy of which is filed as Exhibit 99.0 herewith.

Section 9 - Financial Statements and Exhibits

Item 9.0.1 Financial Statements and Exhibits.

(a)  Financial statements of businesses acquired: None

(b)  Pro forma financial information: None

(c)  Exhibits:

99.0 Commitment Letter between Mattel, Inc. and Bank of America, N.A. dated February 4, 2005, executed February 7, 2005.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MATTEL, INC. Registrant
By:	/s/    CHRISTOPHER O’BRIEN
	Christopher O’Brien Vice President and Assistant General Counsel

Date: February 10, 2005

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EX-99.0

Exhibit 99.0

February 4, 2005

Mattel, Inc.

333 Continental Boulevard

El Segundo, California 90245

Attention:	Mr. Scott Topham
	Vice President and Treasurer

$1,300,000,000 Senior Credit Facility

Ladies and Gentlemen:

Bank of America, N.A. (“Bank of America”) is pleased to offer to be the sole and exclusive administrative agent (in such capacity, the “Administrative Agent”) for a $1,300,000,000 Senior Credit Facility, subject to the Increase Option as outlined in the Summary of Terms (as defined below) (the “Senior Credit Facility”) to Mattel, Inc. (the “Borrower”), and Bank of America is pleased to offer its commitment to lend up to $200,000,000 of the Senior Credit Facility, upon and subject to the terms and conditions of this letter and the Summary of Terms and Conditions attached hereto (the “Summary of Terms”). Banc of America Securities LLC (“BAS”) is pleased to advise you of its willingness, as sole and exclusive Lead Arranger and Book Manager for the Senior Credit Facility, to use its best efforts to form a syndicate of financial institutions (the “Lenders”) reasonably acceptable to you for the Senior Credit Facility. It is a condition to Bank of America’s commitment hereunder that the size of the Senior Credit Facility shall not be increased above $1,300,000,000 at closing until such time as our commitment to the Senior Credit Facility is reduced to our desired hold level of $175,000,000.

Bank of America will act as sole and exclusive Administrative Agent for the Senior Credit Facility and BAS will act as sole and exclusive Lead Arranger and Book Manager for the Senior Credit Facility. No additional agents, co-agents or arrangers will be appointed and no other titles will be awarded without our prior approval on terms and conditions reasonably satisfactory to the Borrower and Bank of America.

BAS intends to commence syndication efforts promptly, and you agree to actively assist BAS, by using commercially reasonable efforts, in achieving a syndication of the Senior Credit Facility that is satisfactory to BAS and the Borrower. Such assistance shall include (a) your providing and causing your advisors to provide us and the other Lenders upon reasonable request with all information reasonably available and reasonably deemed necessary by us to complete syndication; (b) your assistance in the preparation of an Information Memorandum to be used in connection with the syndication of the Senior Credit Facility; (c) your using commercially reasonable efforts to ensure that the syndication efforts of BAS benefit materially from your existing lending and investment banking relationships; and (d) otherwise using commercially reasonable efforts to assist us in our syndication efforts, including by making senior management and advisors of the Borrower and its subsidiaries reasonably available from time to time to attend and make presentations regarding the business and prospects of the Borrower and its subsidiaries, as appropriate, at one or more meetings of prospective Lenders.

It is understood and agreed that Bank of America and BAS, together with the Borrower, will manage and control all aspects of the syndication, including decisions as to the selection of proposed Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among the Lenders. It is understood and agreed that no Lender participating in the Senior

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February 4, 2005

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Credit Facility will receive compensation from you in order to obtain its commitment, except on the terms contained herein and in the Fee Letter (defined below) and the Summary of Terms.

The commitment of Bank of America hereunder and the agreement of BAS to provide the services described herein are subject to the agreement in the preceding paragraph and the satisfaction of each of the following conditions precedent in a manner acceptable to us in our sole discretion: (a) your compliance with the terms of this Commitment Letter (including the Summary of Terms) and the Fee Letter; (b) the accuracy and completeness of any representation, warranty or agreement of the Borrower set forth herein; (c) prior to and during the syndication of the Senior Credit Facility there shall be no competing offering, placement or arrangement of any debt securities or bank financing by or on behalf of the Borrower or any of its domestic subsidiaries; (d) the negotiation, execution and delivery of definitive documentation for the Senior Credit Facility consistent with the Summary of Terms and otherwise reasonably satisfactory to Bank of America and BAS; (e) since the date hereof, no material adverse change in or material disruption of conditions in the financial, banking or capital markets which we, in our sole discretion, deem material in connection with the syndication of the Senior Credit Facility shall have occurred and be continuing; and (f) our not becoming aware after the date hereof of any information or other matter which in our reasonable judgment is inconsistent in a material and adverse manner with any information or other matter disclosed to us prior to the date hereof (in which case we may, in our sole discretion, suggest alternative financing amounts or structures that ensure adequate protection for the Lenders or terminate this letter and any commitment or undertaking hereunder).

You hereby represent, warrant and covenant that (a) all information, other than Projections (defined below), which has been made available since December 31, 2003 or is hereafter made available to Bank of America, BAS or the Lenders by you or any of your representatives (or on your or their behalf) in connection with the transactions contemplated hereby (the “Information”) is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein or therein not misleading except to the extent that any such statement or omission that was untrue or misleading at the time made or that subsequently became untrue or misleading has been superseded or corrected by information provided to the Lenders prior to the date of this letter, and (b) all financial projections concerning the Borrower and its subsidiaries that have been or are hereafter made available to Bank of America, BAS or the Lenders by you or any of your representatives (the “Projections”) are based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, it being recognized by the Lenders that such Projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. Except as disclosed in the Information, there is no fact known to the officers of the Borrower as of the date of this letter (other than matters of a general economic nature) which materially adversely affect the business, operations, property, assets or condition (financial or otherwise) of the Borrower and its subsidiaries, taken as a whole, which has not been disclosed herein or in any financial statement. You agree to furnish us with such Information as we may reasonably request and to supplement the Information from time to time until the closing date for the Senior Credit Facility so that the representation, warranty and covenant in the preceding sentences are correct on such closing date. You understand that in arranging and syndicating the Senior Credit Facility, Bank of America and BAS will be using and relying on the Information without independent verification thereof.

You hereby acknowledge that (a) BAS and/or Bank of America will make available Information and Projections (collectively, “Borrower Materials”) to the proposed syndicate of Lenders by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the proposed Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). You hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be

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February 4, 2005

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clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” you shall be deemed to have authorized BAS, Bank of America and the proposed Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws, it being understood that certain of such Borrower Materials may be subject to the confidentiality requirements of the definitive credit documentation; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) BAS and Bank of America shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, you shall be under no obligation to mark any Borrower Materials “PUBLIC.”

Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to pay within 30 days after submission or an invoice therefore (a) all the actual and reasonable out-of-pocket costs and expenses of preparation of the Senior Credit Facility and the syndication thereof and all the actual costs of furnishing all opinions by counsel for the Borrower (including without limitation any opinions reasonably requested by the Lenders as to any legal matters arising hereunder), and of the Borrower’s performance of and compliance with all agreements and conditions contained therein on its part to be performed or complied with; (b) the actual cost of delivering to the Lenders any Notes pursuant to the provisions of the credit agreement; and (c) the reasonable fees, expenses and disbursements of the Administrative Agent and the Administrative Agent’s counsel (including the allocated cost of Administrative Agent’s inhouse counsel and staff) and all CUSIP fees for registration with the Standard & Poor’s CUSIP Service Bureau incurred in connection with the negotiation, preparation, execution and administration of the Senior Credit Facility and any amendments and waiver hereto.

Subject to the third paragraph following, you agree to indemnify and hold harmless Bank of America, BAS, each Lender and each of their affiliates and their respective directors, officers, employees, advisors, agents and other representatives (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all losses, claims, damages, liabilities and expenses (including, without limitation, the reasonable fees, disbursements and expenses of counsel and the allocated cost of internal counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) any matters contemplated by this letter, any related transaction the Senior Credit Facility or any use made or proposed to be made with the proceeds thereof unless and only to the extent that, as to any Indemnified Party, it shall be determined in a final, nonappealable judgment by a court of competent jurisdiction that such losses, claims, damages, liabilities or expenses resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equity holders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. You also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you or your subsidiaries or affiliates or to your or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. It is further agreed that Bank of America shall only have liability to you (as opposed to any other person), that Bank of America shall be liable solely in respect of its own commitment to the Senior Credit Facility on a several, and not joint, basis with any other Lender, and that such liability shall only arise to the extent damages have been caused by a breach of Bank of America’s

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obligations hereunder to negotiate in good faith definitive documentation for the Senior Credit Facility on the terms set forth herein as determined in a final non-appealable judgment by a court of competent jurisdiction. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through Internet, Intralinks or other electronic information transmission systems in connection with the Senior Credit Facility.

The terms of this letter, the Summary of Terms and the fee letter among you and us (the “Fee Letter”) are confidential and, except for disclosure on a confidential basis to your and our accountants, attorneys and other professional advisors and rating agencies retained by you or us, as applicable, in connection with the Senior Credit Facility or as may be required by law, may not be disclosed in whole or in part to any other person or entity without our or your, as applicable, prior written consent; provided, however, it is understood and agreed that (i) you may disclose this Commitment Letter (including the Summary of Terms) but not the Fee Letter after your acceptance of this Commitment Letter and the Fee Letter, in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges; and (ii) Bank of America and BAS shall be permitted to use information related to the syndication and arrangement of the Senior Credit Facility in connection with marketing, press releases or other transactional announcements or updates provided to investor or trade publications. Bank of America and BAS hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), each of them is required to obtain, verify and record information that identifies you, which information includes your name and address and other information that will allow Bank of America or BAS, as applicable, to identify you in accordance with the Act.

You acknowledge that Bank of America and BAS or their affiliates may be providing financing or other services to parties whose interests may conflict with yours. Bank of America and BAS agree that they will not furnish confidential information obtained from you to any of their other customers and that they will treat confidential information relating to you and your affiliates with the same degree of care as they treat their own confidential information. Bank of America and BAS further advise you that they will not make available to you confidential information that they have obtained or may obtain from any other customer. In connection with the services and transactions contemplated hereby, you agree that Bank of America and BAS are permitted to access, use and share with any of their bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information concerning you or any of your affiliates that is or may come into the possession of Bank of America, BAS or any of such affiliates to the extent that such information is necessary or desirable in connection with such services or transaction in our sole discretion.

The provisions of the immediately preceding four paragraphs shall remain in full force and effect regardless of whether any definitive documentation for the Senior Credit Facility shall be executed and delivered, and notwithstanding the termination of this letter or any commitment or undertaking hereunder; provided, however, that the provisions of the third preceding paragraph regarding indemnification shall not apply to events or matters arising subsequent to the effectiveness of any definitive documentation for the Senior Credit Facility.

This letter and the Fee Letter may be executed in counterparts which, taken together, shall constitute an original. Delivery of an executed counterpart of this Commitment Letter or the Fee Letter by telecopier or facsimile shall be effective as delivery of a manually executed counterpart thereof.

This letter and the Fee Letter shall be governed by, and construed in accordance with, the laws of the State of California. Each of you, Bank of America and BAS hereby irrevocably waives any and all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise)

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arising out of or relating to this letter (including, without limitation, the Summary of Terms), the Fee Letter, the transactions contemplated hereby and thereby or the actions of Bank of America and BAS in the negotiation, performance or enforcement hereof. The commitments and undertakings of Bank of America and BAS may be terminated by us, if you fail to perform your obligations under this Commitment Letter or the Fee Letter on a timely basis. The commitments and undertakings of the Borrower may be terminated by the Borrower if either Bank of America or BAS fails to perform its respective obligations under this Commitment Letter or the Fee Letter on a timely basis.

This letter, together with the Summary of Terms and the Fee Letter, are the only agreements that have been entered into among us with respect to the Senior Credit Facility and set forth the entire understanding of the parties with respect thereto. This letter may be modified or amended only by the written agreement of all of us and supercedes all prior agreements and understandings relating to the specific matters hereof. However, please note that the terms and conditions of the commitment of Bank of America and the undertaking of BAS hereunder are not limited to those set forth herein or in the Summary of Terms. Those matters that are not covered or made clear herein or in the Summary of Terms or the Fee Letter are subject to mutual agreement of the parties. No party has been authorized by Bank of America or BAS to make any oral or written statements that are inconsistent with this Commitment Letter. This letter is not assignable by the Borrower without our prior written consent or by Bank of America or BAS without your prior written consent and is intended to be solely for the benefit of the parties hereto and the Indemnified Parties.

This offer will expire at 5:00 p.m. eastern time on February 7, 2005 unless you execute this letter and the Fee Letter and return them to us prior to that time (which may be by facsimile transmission), whereupon this letter and the Fee Letter (each of which may be signed in one or more counterparts) shall become binding agreements. Thereafter, this undertaking and commitment will expire on March 31, 2005 unless definitive documentation for the Senior Credit Facility is executed and delivered prior to such date. In consideration of the time and resources that BAS and Bank of America will devote to the Senior Credit Facility, you agree that, until such expiration, you will not solicit, initiate, entertain or permit, or enter into any discussions in respect of, any offering, placement or arrangement of any competing Senior Credit Facility for the Borrower and its domestic subsidiaries.

We are pleased to have the opportunity to work with you in connection with this important financing.

Very truly yours,
BANK OF AMERICA, N.A.
By:	/S/    CASEY COSGROVE
	Name:	Casey Cosgrove
	Title:	Vice President
BANC OF AMERICA SECURITIES LLC
By:	/S/     CHRIS NEWTON
	Name:	Chris Newton
	Title:	Vice President

Mattel, Inc.

February 4, 2005

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ACCEPTED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN:
MATTEL, INC.
By:	/S/    H. SCOTT TOPHAM
	Name:	H. Scott Topham
	Title:	Vice President and Treasurer

Confidential MATTEL, INC.

MATTEL, INC.

SUMMARY OF INDICATIVE TERMS AND CONDITIONS

$1,300,000,000 SENIOR CREDIT FACILITY

BORROWER:	Mattel, Inc. (“Mattel” or the “Borrower”).
GUARANTORS:	Loans under the Facility (defined below) shall be guaranteed by Mattel Sales Corp. (“Mattel Sales”) and Fisher-Price, Inc. (“Fisher-Price”, together with Mattel Sales, the “Guarantors”). All guarantees shall be guarantees of payment and not of collection.
	With respect to the Receivables Subfacility (defined below), Mattel will guarantee all present or future payment and performance obligations of Mattel Factoring, Inc. (the “Transferor”).
ADMINISTRATIVE AGENT:	Bank of America, N.A. (the “Administrative Agent” or “Bank of America”) will act as sole and exclusive administrative agent.
SYNDICATION AGENTS:	TBD (collectively, the “Syndication Agents”).
DOCUMENTATION AGENTS:	TBD (collectively, the “Documentation Agents”).
SOLE LEAD ARRANGER AND BOOK MANAGER:	Banc of America Securities LLC (“BAS”).
SENIOR CREDIT FACILITY:	The Existing Credit Agreements (as defined below) will be amended and restated or amended, as applicable, and (i) will provide up to a $1,300,000,000 revolving credit facility (the “Revolver” or the “Facility”), subject to the Increase Option (described below); (ii) the term for each Existing Credit Agreement will be extended until March 31, 2010; and (iii) terms and conditions will be substantially similar to those in the Existing Credit Agreements, subject to modifications described herein.
	The “Existing Credit Agreements” means, collectively, the Second Amended and Restated Credit Agreement dated as of March 19, 2004, the First Amended and Restated Receivables Purchase Agreement dated as of March 20, 2002 (the “Receivables Purchase Agreement”), and the First Amended and Restated Purchase and Sale Agreement dated as of March 20, 2002 (the “Intercompany Receivables Purchase Agreement”), in each case, as amended.
RECEIVABLES SUBFACILITY:	The Facility will have a subfacility for up to $300,000,000 of non-recourse purchases by the Lenders of trade accounts receivable owed to Mattel Sales or Fisher-Price from Wal-Mart Stores, Inc. and Target Corporation (the “Receivables Subfacility”). Any amounts outstanding under the Receivables Subfacility will result in a decrease in availability for Loans under the Facility in a like amount, so that the sum of the aggregate amount of outstanding loans and purchased Receivables under the Facility at any time will not exceed $1,300,000,000 (subject to the Increase Option described below).

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	Upon either Mattel Sales or Fisher-Price opting to utilize the Receivables Subfacility, the Lenders will purchase undivided percentage ownership interests in the Receivables from time to time from Mattel Factoring, Inc. (the “Transferor”).
	The Receivables Subfacility will be evidenced by the existing Receivables Purchase Agreement and Intercompany Receivables Purchase Agreement, each with such amendments as necessary.
LENDERS:	A syndicate of financial institutions (including Bank of America) arranged by BAS, which institutions shall be acceptable to the Borrower and the Administrative Agent (collectively, the “Lenders”). All Lenders will be required to participate in the Revolver, including the Receivables Subfacility, on a pro rata basis at closing.
INCREASE OPTION:	At Closing: The Borrower, in consultation with BAS, retains the right to increase the Facility at closing up to a total of $1,500,000,000 given sufficient aggregate commitments at Closing.
	After Closing: To the extent the above increase option was not exercised at closing, the Borrower retains the right to increase the Facility at any time after closing up to a total of $1,500,000,000 given sufficient aggregate commitments.
	Neither of the above increase options shall increase the $300,000,000 Receivables Subfacility.
PURPOSE:	The proceeds of the Facility shall be used for working capital, capital expenditures, intercompany loans and other lawful corporate purposes, including non-hostile acquisitions.
CLOSING:	The execution of definitive loan documentation, to occur on or before March 31, 2005 (“Closing”).
INTEREST RATES:	As set forth in Addendum I.
MATURITY:	The Facility shall terminate and all amounts outstanding thereunder shall be due and payable in full five years from Closing.
OPTIONAL PREPAYMENTS AND COMMITMENT REDUCTIONS:	The Borrower may prepay the Facility in whole or in part at any time without penalty, subject to reimbursement of the Lenders’ breakage and redeployment costs in the case of prepayment of LIBOR borrowings. The unutilized portion of any commitment under the Facility may be irrevocably canceled by the Borrower in whole or in part. Unless the commitment is reduced to less than $300,000,000, any reduction in the commitment shall not reduce the Receivables Subfacility.

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CONDITIONS PRECEDENT TO CLOSING:	The Closing of the Facility will be subject to satisfaction of the conditions precedent deemed appropriate by the Administrative Agent and the Lenders including, but not limited to, the following: (i)     The negotiation, execution and delivery of definitive documentation (including, without limitation, satisfactory legal opinions and other customary closing documents) for the Facility satisfactory to the Administrative Agent and the Lenders.
	(ii)    There shall not have occurred a material adverse change since December 31, 2003 in the business, assets, liabilities (actual or contingent), operations, or condition (financial or otherwise) of the Borrower and its subsidiaries taken as a whole or in the facts and information regarding such entities as represented to date.
CONDITIONS PRECEDENT TO ALL LOANS:	Usual and customary for transactions of this type, to include without limitation: (i) all representations and warranties are true and correct as of the date of each loan, and (ii) no event of default under the Facility or incipient default has occurred and is continuing, or would result from such loan.
REPRESENTATIONS AND WARRANTIES:	Substantially similar to the Existing Credit Agreements, to include without limitation: (i) corporate existence and status; (ii) corporate power and authority/enforceability; (iii) no violation of law or contracts or organizational documents; (iv) no required governmental or third party approvals; (v) binding effect; (vi) correctness of specified financial statements and no material adverse change; (vii) good title to properties; (viii) no material litigation; (ix) payment of taxes; (x) existence of agreements or conditions causing a Material Adverse Effect; (xi) government regulation; (xii) ERISA matters; (xiii) environmental matters; and (xiv) subordination agreements.
COVENANTS:	Substantially similar to the Existing Credit Agreements, to include without limitation: (i) delivery of financial statements, SEC filings, compliance certificates and notices of default, material litigation and material governmental and environmental proceedings; (ii) corporate existence; (iii) payment of taxes; (iv) maintenance of properties; insurance; (v) maintenance/inspection of property and books and records; (vi) use of proceeds; (vii) compliance with laws (including environmental laws and ERISA matters); (viii) subordination agreements; (ix) limitation on secured debt; (x) limitation on liens (xi) restrictions on fundamental changes; (xii) limitation on sale or discount of receivables from the Borrower or any Domestic Subsidiary; (xiii) compliance with margin regulations; (xiv) independence of covenants; and (xv) limitation on subsidiary debt (other than intercompany debt) up to 25% of Consolidated Net Worth.
	Financial covenants to be substantially similar to those in the Existing Credit Agreements, which are:

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•        Debt to Total Capitalization

The Borrower shall maintain a maximum Debt to Total Capitalization Ratio not to exceed 50% at fiscal year end and not greater than 60% at the end of each of the first three fiscal quarters of each fiscal year, calculated as (i) the sum of

	Consolidated Funded Indebtedness, plus Combined Purchaser’s Investment divided by (ii) Consolidated Funded Indebtedness, plus Combined Purchaser’s Investment, plus Consolidated Net Worth.
	•        Interest Coverage Ratio
	Maintenance at all times, on a rolling four quarter basis, of a minimum Interest Coverage Ratio of 3.50x calculated as (i) the sum of net income before (a) special items, (b) minority interest, and (c) gains on reacquisition of debt, plus interest expense, plus accrued taxes, plus depreciation and amortization, divided by (ii) interest expense (including capitalized interest), calculated on a rolling four quarter basis.
EVENTS OF DEFAULT:	Substantially similar to the Existing Credit Agreements, to include without limitation: (i) nonpayment of principal, interest, fees or other amounts (with the same cure periods as contained in the Existing Credit Agreements); (ii) violation of covenants (with cure periods as applicable); (iii) inaccuracy of representations and warranties; (iv) cross-default to other material agreements and indebtedness; (v) bankruptcy and other insolvency events; (vi) material judgments; (vii) ERISA matters; (viii) loss of property; (ix) cessation of business; (x) Servicer Default (as defined under the Receivables Purchase Agreement); and (xi) a Change of Control (as defined in the Existing Credit Agreements).
RECEIVABLES SUBFACILITY TERMINATION EVENTS:	Substantially similar to the existing Receivables Purchase Agreement, as amended, to include without limitation: (i) nonpayment of principal, interest, fees or other amounts (with the same cure periods as contained in the Existing Credit Agreements); (ii) inaccuracy of representations and warranties; (iii) an Event of Default or any Servicer Default; (iv) insolvency of Mattel, Mattel Sales, Fisher-Price or the Transferor (each, a “Seller Party”); (v) insolvency of any Receivables Obligor; (vi) failure to have a valid first priority, perfected security interest in the purchased Receivables; (vii) merger of a Seller Party whereby it is not the surviving party; (viii) maintenance of (A) short-term unsecured debt ratings assigned to a Receivables Obligor by S&P, Moody’s or Fitch of at least A-2, P-2, and F-2, respectively, or (B) the second highest long-term unsecured debt rating assigned to a Receivables Obligor by S&P, Moody’s or Fitch of at least A-, A3, or A-, respectively; and (ix) occurrence of an event causing a Material Adverse Effect; provided, however, that with respect to a Termination Event described in clause (v) or (viii), only the commitment to purchase undivided interests in the Receivables of the affected Receivables Obligor shall be terminated.

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ASSIGNMENTS AND PARTICIPATIONS:	Each Lender will be permitted to make assignments not less than $5,000,000 to other financial institutions approved by the Borrower (so long as no event of default under the Facility or incipient default has occurred and is continuing) and the Administrative Agent, which approval of Borrower shall not be unreasonably withheld provided, however, that neither the approval of the Borrower nor the Administrative Agent shall be required in connection with assignments to other Lenders, to any affiliate or a Lender, or to any Approved Fund (as such term shall be defined in the definitive loan documentation). Each Lender will also have the right, without consent of the Borrower or the Administrative Agent, to assign as security all or part of its rights under the loan documentation to any Federal Reserve Bank. Upon advance written notice, the Lenders will be permitted to sell participations with voting rights limited to significant matters such as changes in amount, rate and maturity date and releases of the Guarantors. An assignment fee of $3,500 shall be payable to the Administrative Agent upon the effectiveness of any such assignment (including, but not limited to, an assignment by a Lender to another Lender).
WAIVERS AND AMENDMENTS:	Amendments and waivers of the provisions of the loan agreement and other definitive credit documentation will require the approval of Lenders holding loans and commitments representing more than 50% of the aggregate amount of loans and commitments under the Facility, except that the consent of each Lender affected thereby shall be required with respect to (i) increases in the commitment of such Lender (other than increases in the context of the Increase Option); (ii) reductions of principal, interest or fees; (iii) extensions of scheduled maturities or times for payment; and (iv) releases of the Guarantors.
INDEMNIFICATION:	The Borrower shall indemnify and hold harmless the Administrative Agent, BAS, each Lender and their respective affiliates and their officers, directors, employees, agents and advisors from and against all losses, liabilities, claims, damages or expenses arising out of or relating to the Facility, the Borrower’s use of loan proceeds or the commitments, including, but not limited to, reasonable attorneys’ fees (including the allocated cost of internal counsel) and settlement costs. This indemnification shall survive and continue for the benefit of the indemnitees at all times after the Borrower’s acceptance of the Lenders’ commitments for the Facility, notwithstanding any failure of the Facility to close.
GOVERNING LAW:	State of California.
PRICING/FEES/EXPENSES:	As set forth in Addendum I.
OTHER:	This Summary of Terms is intended as an outline of certain of the material terms of the Facility and does not purport to summarize all of the conditions, covenants, representations, warranties and other provisions which would be contained in definitive documentation

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for the Facility contemplated hereby. The Borrower and the Guarantors shall each waive its right to a trial by jury.

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ADDENDUM I

PRICING, FEES AND EXPENSES

COMMITMENT FEE:	The Borrower will pay a fee (the “Commitment Fee”), determined in accordance with the Performance Pricing grid set forth below, on the unused portion of the Facility. The Commitment Fee is payable quarterly in arrears commencing upon Closing Date.
UTILIZATION FEE:	The Borrower will pay a fee (the “Utilization Fee”), determined in accordance with the Performance Pricing grid set forth below, on all outstanding loans under the Facility if the aggregate outstanding loans exceed 50% of the aggregate amount of the Facility less any amounts outstanding under the Receivables Subfacility. The Utilization Fee is payable quarterly in arrears commencing upon Closing.
INTEREST RATES:	At the Borrower’s option, any loan under the Facility that is made to it will bear interest at a rate equal to the Applicable Margin, as determined in accordance with the Performance Pricing grid set forth below, plus one of the following indexes: (i) LIBOR or (ii) the Alternate Base Rate (to be defined as the higher of (a) the Bank of America prime rate and (b) the Federal Funds rate plus .50%).
	The Borrower may select interest periods of 1, 2, 3 or 6 months for LIBOR loans, subject to availability. Interest shall be payable at the end of the selected interest period, but no less frequently than quarterly.
	Upon notice from the Administrative Agent, a default rate shall apply on all loans in the event of default under the Facility at a rate per annum of 2% above the applicable interest rate, as of the date for such increase as set forth in such notice (which may be as early as the date the Event of Default occurred).
CALCULATION OF INTEREST AND FEES:	Other than calculations in respect of interest at the Bank of America prime rate (which shall be made on the basis of actual number of days elapsed in a 365/366 day year), all calculations of interest and fees shall be made on the basis of actual number of days elapsed in a 360 day year.
COST AND YIELD PROTECTION:	Customary for transactions and facilities of this type, including, without limitation, in respect of breakage or redeployment costs incurred in connection with prepayments, changes in capital adequacy and capital requirements or their interpretation, illegality, unavailability, reserves without proration or offset and payments free and clear of withholding or other taxes.
EXPENSES:	The Borrower will pay all reasonable costs and expenses of BAS and the Administrative Agent associated with the preparation, due diligence, administration, syndication and enforcement of all documentation executed in connection with the Facility, including without limitation, the reasonable legal fees of counsel to the Administrative Agent and BAS (including the allocated cost of internal counsel), regardless of whether or not the Facility is closed. The Borrower will also pay the reasonable expenses of each Lender in connection with the enforcement of any loan documentation for the Facility.

PERFORMANCE PRICING

Revolver

The Commitment Fee, Applicable Margin, and Utilization Fee for the Facility shall be, at any time, the rate per annum set forth in the table below opposite the Borrower’s second highest senior unsecured long-term debt rating by S&P, Moody’s, or Fitch.

Senior Unsecured Long-Term Debt Rating	Commitment Fee	Applicable Margin For LIBOR Loans (£ 50% Usage)	Utilization Fee (>50% Usage)	Applicable Margin For LIBOR Loans (>50% Usage)
³ A / A2 / A	8.0	30.0	10.0	40.0
A- / A3 / A	9.0	40.0	10.0	50.0
BBB+ / Baa1 / BBB+	10.0	50.0	10.0	60.0
BBB / Baa2 / BBB	12.5	62.5	12.5	75.0
BBB- / Baa3 / BBB	17.5	87.5	12.5	100.0
< BBB- / Baa3 / BBB	22.5	112.5	12.5	125.0

Receivables Subfacility

The Purchase Rate (LIBOR plus Applicable Margin) and all-in cost for the Receivables Subfacility shall be, at any time, the rate per annum set forth in the table below opposite each Receivables Obligor’s second highest senior unsecured long-term debt rating issued by S&P, Moody’s or Fitch.

Debt Rating of Applicable Receivables Obligor	Purchase Rate: LIBOR plus the following Applicable Margin
³AA-/Aa3/AA-	30.0
³A/A2/A	40.0
A-/A3/A-	50.0