EX-10.1



 Exhibit 10.1 

Execution Copy 

FIRST AMENDMENT TO SYNDICATED FACILITY AGREEMENT 

This FIRST AMENDMENT TO SYNDICATED FACILITY AGREEMENT (this “Agreement”), dated as of June 1, 2018, is by and
among MATTEL, INC., a Delaware corporation (the “Company”), each of the other Borrowers and Guarantors party hereto, the Lenders signatory hereto and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Australian
Security Trustee. 
 RECITALS 

A.      WHEREAS, the Borrowers, Guarantors, Lenders and Administrative Agent have previously
entered into that certain Syndicated Facility Agreement dated as of December 20, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and 

B.      WHEREAS, the Borrowers have requested that the Lenders and Administrative Agent agree to
amend certain provisions of the Credit Agreement, and the Lenders and Administrative Agent are willing to do so, all in accordance with and subject to the terms and conditions set forth herein. 

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I 

DEFINITIONS 

1.1      Definitions. Initially capitalized terms used but not otherwise defined in
this Agreement shall have the respective meanings given thereto in the Credit Agreement. 
 ARTICLE II 

AMENDMENTS TO CREDIT AGREEMENT 

2.1      The following new definitions are hereby added to Section 1.01 of the
Credit Agreement in alphabetical order to read in their entirety as follows: 
 “Beneficial Ownership Certification” shall
mean a certification regarding beneficial ownership required by the Beneficial Ownership Regulation. 
 “Beneficial Ownership
Regulation” shall mean 31 C.F.R. § 1010.230. 
 “First Amendment” shall mean that certain First Amendment to
Syndicated Facility Agreement dated as of June 1, 2018, by and among the Borrowers, the Guarantors, the Lenders party thereto and the Administrative Agent, Collateral Agent and Australian Security Trustee. 

“First Amendment Effective Date” shall mean June 1, 2018. 

“Revolver Pricing Threshold” shall mean, as of any date of determination, an aggregate outstanding principal balance of Loans
in an amount equal to (a) the aggregate Revolving B Commitments plus (b) the aggregate outstanding principal balance of FILO Revolving Loans, in each case as of such date. 







 2.2      The definition of “Interest
Period” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“Interest Period” shall mean, as to any Borrowing of a Eurocurrency Rate Loan, a Canadian CDOR Rate Loan or an Australian
Bill Rate Loan, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending (a) (i) solely with respect to a Borrowing by a
U.S. Revolving Borrower of Eurocurrency Rate Loans denominated in Dollars, on the day that is seven days thereafter or (ii) on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar
month that is one, two, three or six months thereafter, in each case, as the Relevant Borrower may elect, or (b) on the date any Borrowing of a Eurocurrency Rate Loan, a Canadian CDOR Rate Loan or an Australian Bill Rate Loan is converted to a
Borrowing of a U.S. Base Rate Loan, Foreign Base Rate Loan, Australian Base Rate Loan or Canadian Base Rate Loan in accordance with Section 2.08 or repaid or prepaid in accordance with Section 2.07 or Section 2.09; provided that, if
any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. 

2.3      The definition of “Maturity Date” set forth in
Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“Maturity Date” shall mean June 1, 2021. 

2.4      The definition of “Specified Junior Debt Prepayments” set forth in
Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“Specified Junior Debt Prepayments” shall mean prepayments of Indebtedness permitted under
Sections 9.03(b)(vii) and 9.03(b)(viii). 
 2.5      The definition of
“U.S. Base Rate Loan” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“U.S. Base Rate Loan” shall mean each Loan which is designated or deemed designated as a U.S. Base Rate Loan by the
applicable U.S. Revolving Borrower at the time of the incurrence thereof or conversion thereto. 

2.6      Section 1.16 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows: 
 1.16    BAMLI Merger. 

Any reference to “Bank of America Merrill Lynch International Limited” is a reference to its successor in title Bank
of America Merrill Lynch International Designated Activity Company (including, without limitation, its branches) pursuant to and with effect from the merger between Bank of America Merrill Lynch International Limited and Bank of America Merrill
Lynch International Designated Activity Company that takes effect in accordance with Chapter II, Title II of Directive (EU) 2017/1132 (which repeals and codifies the Cross-Border Mergers Directive (2005/56/EC)) as implemented in the United Kingdom
and Ireland. Notwithstanding anything to the contrary in any Credit Document, a transfer of rights and obligations from Bank of America 

  
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Merrill Lynch International Limited to Bank of America Merrill Lynch International Designated Activity Company pursuant to such merger shall be permitted. 

2.7      Section 2.01(b) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows: 
 (b)      For the avoidance of doubt, in the case of any Borrowing by U.S. Revolving
Borrowers made (i) on the Initial Closing Date, FILO Revolving Loans shall be deemed to be the first amounts drawn and Revolving B Loans shall be deemed to be the second amounts drawn, in each case, as loans or advances by the U.S. Revolving
Borrowers under this Agreement and (ii) after the Initial Closing Date, FILO Revolving Loans shall be deemed to be the first amounts drawn by the U.S. Revolving Borrowers. 

2.8      Section 2.06(a) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows: 
 (a)      Subject to the provisions of Section 2.06(m), (i) the Loans comprising
each Borrowing of U.S. Base Rate Loans, including each U.S. Swingline Loan but excluding any FILO Revolving Loans and, upon the occurrence and continuance of a Revolving B Leverage Trigger Period, any Loans up to but not exceeding the Revolver
Pricing Threshold, shall bear interest at a rate per annum equal to the U.S. Base Rate plus the Applicable Margin in effect from time to time and (ii) upon the occurrence and continuance of a Revolving B Leverage Trigger Period, the Loans
comprising each Borrowing of U.S. Base Rate Loans up to but not exceeding the Revolver Pricing Threshold, including each U.S. Swingline Loan but excluding any FILO Revolving Loans, shall bear interest at a rate per annum equal to the U.S. Base Rate
plus the Modified Applicable Margin in effect from time to time. 
 2.9      Section 2.06(b) of
the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 (b)      Subject to
the provisions of Section 2.06(m), (i) the Loans comprising each Borrowing of Eurocurrency Rate Loans, excluding any FILO Revolving Loans and, upon the occurrence and continuance of a Revolving B Leverage Trigger Period, any Loans up to
but not exceeding the Revolver Pricing Threshold, shall bear interest at a rate per annum equal to the Eurocurrency Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin in effect from time to time and (ii) upon
the occurrence and continuance of a Revolving B Leverage Trigger Period, the Loans comprising each Borrowing of Eurocurrency Rate Loans up to but not exceeding the Revolver Pricing Threshold, excluding any FILO Revolving Loans, shall bear interest
at a rate per annum equal to the Eurocurrency Rate for the Interest Period in effect for such Borrowing plus the Modified Applicable Margin in effect from time to time. 

2.10    Section 2.06(k) of the Credit Agreement is hereby amended and restated in its entirety to read as
follows: 
 [Reserved]. 

2.11    Section 2.06(l) of the Credit Agreement is hereby amended and restated in its entirety to read as
follows: 
 [Reserved]. 

  
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 2.12    The first sentence in
Section 2.12(d) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 Any
Swingline Lender under its applicable Revolving A Subfacility may by written notice given to the Administrative Agent at any time (but (x) in the case of the U.S. Revolving A Subfacility and the Canadian Revolving Subfacility, in any event
shall at least weekly, or such other time as determined by the Administrative Agent and (y) in the case of the French Revolving Subfacility, the Spanish Revolving Subfacility, the European (GNU) Revolving Subfacility and the Australian
Revolving Subfacility, in any event may at such other time (if any) as determined by the Administrative Agent in its sole discretion) not later than 12:00 noon, Local Time on any Business Day (the “Notice Date”) require the applicable
Revolving A Lenders under such Revolving A Subfacility to fund, on the date that is not earlier than three (3) Business Days following the Notice Date, Revolving A Loans under such Revolving A Subfacility to repay all or any portion of the
applicable Swingline Loans outstanding under such Revolving A Subfacility (or if pursuant to applicable Requirements of Law such Revolving A Loans are not permitted to be funded on such day, to purchase participations in the applicable Swingline
Loans), which request may be made regardless of whether the conditions set forth in Section 6 have been satisfied. 

2.13    A new Section 7.24 is hereby added to the Credit Agreement to read as follows:

 Beneficial Ownership Certification. As of the First Amendment Effective Date, the information included in the Beneficial Ownership
Certification, if applicable, is true and correct in all respects. 
 2.14    Section 8.01(h) of the
Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 (h)      “Know
Your Customer” Requirements. Promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and
anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation. 

2.15    Section 9.03(b) of the Credit Agreement is hereby amended by (a) deleting the word
“and” appearing at the end of subclause (viii) thereof, (b) adding the word “and” at the end of subclause (ix) thereof, and (c) adding the following as a new subclause (x) at the end thereof: 

(x)      the Company or any Restricted Subsidiary may make Restricted Junior Debt Prepayments constituting the
payment of Indebtedness within sixty (60) days after the date of the giving of an irrevocable redemption notice, if at the date of such notice, such Restricted Junior Debt Prepayments would have been permitted pursuant to the other provisions
of this Section 9.03; provided, that the Company shall deliver written notice to the Administrative Agent not later than four Business Days following the date of the giving of the redemption notice (and the
Administrative Agent acknowledges that issuance of a press release or the posting of a document on the Company’s website on the Internet at the website address delivered to the Administrative Agent in accordance with
Section 12.03, or on the SEC’s website at www.sec.gov or on IntraLinks, Syndtrak or ClearPar, in each case, with respect to any such giving of the redemption notice, shall be deemed to satisfy this notice
requirement), and the Administrative Agent may thereafter establish a Reserve in an amount not to exceed the aggregate amount of such redemption, until payment thereof. 

  
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 2.16    Exhibit A-1 of
the Credit Agreement is hereby restated and replaced by Exhibit A-1 attached to this Agreement. 

ARTICLE III 
 CONDITIONS
TO EFFECTIVENESS 
 3.1      Closing Conditions. This Agreement shall become
effective as of the First Amendment Effective Date upon satisfaction of the following conditions thereon (in each case, in form and substance reasonably acceptable to the Administrative Agent): 

(a)      Executed Agreement. The Administrative Agent shall have received a copy of this Agreement duly
executed by each of the Borrowers, the Guarantors, the Lenders and the Administrative Agent, Collateral Agent and Australian Security Trustee. 

(b)      No Default. After giving effect to this Agreement, no Default or Event of Default shall exist.

 (c)      Fees and Expenses. On the First Amendment Effective Date, the Company shall have paid all
reasonable and documented out-of-pocket expenses required to be reimbursed by the Company to the Administrative Agent, the Joint Lead Arrangers and Issuing Banks
(without duplication) in each case arising in connection with this Agreement to the extent invoiced at least two Business Days prior to the First Amendment Effective Date. 

(d)      Obligations Paid in Full. All Obligations (other than (a) any Secured Bank Product
Obligations, (b) any contingent indemnification obligations or other contingent obligations not then due and payable and (c) any LC Obligations) have been paid in full. 

(e)      “Know Your Customer” Requirements. Upon the reasonable request of any Lender made at
least one Business Day prior to the First Amendment Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with
applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act. 

(f)      Beneficial Ownership Certification. At least one Business Day prior to the First Amendment
Effective Date, any Credit Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Credit
Party. 
 ARTICLE IV 

MISCELLANEOUS 

4.1      Amended Terms. On and after the First Amendment Effective Date, all
references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Agreement. Except as specifically amended hereby, the Credit Agreement is hereby ratified and confirmed and shall remain
in full force and effect according to its terms. 
 4.2      Representations and Warranties of
Credit Parties. Each of the Credit Parties represents and warrants as follows: 
 (a)      Such
Credit Party has the corporate, partnership, limited liability company, unlimited liability company or similar organizational power and authority, as the case may be, to execute, 

  
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deliver and perform the terms and provisions of this Agreement and has taken all necessary corporate, partnership, limited liability company, unlimited liability company or similar organizational
action, as the case may be, to authorize the execution, delivery and performance by it of this Agreement. Such Credit Party has duly executed and delivered this Agreement, and, subject to the Legal Reservations, this Agreement constitutes its legal,
valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar law generally affecting
creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law). 

(b)      Neither the execution, delivery or performance by such Credit Party of this Agreement, nor compliance
by it with the terms and provisions hereof, (i) will contravene any provision of any Requirement of Law, other than any Requirement of Law the violation of which could not reasonably be expected to result in a Material Adverse Effect,
(ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under (with due notice or lapse of time or both), or result in the creation or imposition of (or the obligation
to create or impose) any material Lien (except pursuant to the Security Documents) upon any of the material property or assets of such Credit Party or any of its respective Restricted Subsidiaries pursuant to the terms of, any indenture, mortgage,
deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, in each case to which such Credit Party or any of its Restricted Subsidiaries is a party or by which it or any of its property or assets is
bound or to which it may be subject, the violation of which could reasonably be expected to result in a Material Adverse Effect (including, for the avoidance of doubt, the Senior Unsecured Note Indentures), (iii) will violate any provision of the
certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents), as applicable, of such Credit Party or
(iv) will require any approval of stockholders of any Person, in each case that has not been obtained and is in full force and effect. 

(c)      No order, consent, approval, license, authorization or validation of, or filing, recording or
registration with (except for (i) those that have otherwise been obtained or made on or prior to the First Amendment Effective Date and which remain in full force and effect on the First Amendment Effective Date, (ii) filings which are
necessary to perfect the security interests and Liens created under the Security Documents to the extent required by the Collateral and Guarantee Requirement, or (iii) filings of periodic reports and other documents under the Exchange Act and
other applicable Requirements of Law), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to be obtained or made by, or on behalf of, such Credit Party to authorize, or is required to be obtained
or made by, or on behalf of, such Credit Party in connection with, the execution, delivery and performance of this Agreement, in each case other than any orders, consents, approvals, licenses, authorizations or validations of, or filings, recordings
or registrations, the failure to have or make could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 

(d)      Immediately after giving effect to this Agreement, no Default or Event of Default shall exist. 

(e)      Each of the representations and warranties made by any Credit Party set forth in Section 7 of the
Credit Agreement or in any other Credit Document are true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) on and as of the First Amendment Effective Date with
the same effect as though made on and as of such date, 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 as
of such date (without duplication of any materiality standard set forth in any such representation or warranty). 

  
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 4.3      Reaffirmation of Obligations.
Each Credit Party hereby ratifies the Credit Agreement and other Credit Documents to which such Credit Party is a party and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement and the other Credit Documents
applicable to it and (b) that it is responsible for the observance and full performance of its respective Obligations (to the extent specified in the Credit Agreement and the other Credit Documents). 

4.4      Credit Document. This Agreement shall constitute a Credit Document under
the terms of the Credit Agreement. 
 4.5      Expenses. Borrowers agree to pay
all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers and Issuing Banks (without duplication) in each case
in connection with this Agreement, including the reasonable and documented fees, charges and disbursements of counsel in accordance with, and to the extent set forth in, Section 12.01 of the Credit Agreement. 

4.6      Entirety. This Agreement and the other Credit Documents embody the entire
agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof. 

4.7      Counterparts; Facsimile. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Agreement by facsimile or other electronic means (including
in “.pdf” or “.tif” format shall be effective as an original. 
 4.8      No
Actions, Claims, Etc. As of the date hereof, each of the Credit Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature,
in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or
failure of such Persons to act under the Credit Agreement or any other Credit Document on or prior to the date hereof. 

4.9      Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted assigns. 

4.10    Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial; Judicial Reference
Provision. The governing law, submission to jurisdiction, venue, waiver of jury trial and judicial reference provisions set forth in Section 12.07 of the Credit Agreement are hereby incorporated by reference,
mutatis mutandis. 
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 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed on the date
first above written. 
 BORROWERS: 
  

			
		 	MATTEL, INC.
		 	AMERICAN GIRL BRANDS, LLC
		 	AMERICAN GIRL PUBLISHING, INC.
		 	FISHER-PRICE, INC.
		 	MATTEL DIRECT IMPORT, INC.
		 	MATTEL REALTY CORPORATION
		 	MATTEL SALES CORP.
		
	By:	 	 /s/ Mandana Sadigh

		 	Name:    Mandana Sadigh
		 	Title:      Senior Vice President & Treasurer
		
		 	MATTEL CANADA INC.
		
	By:	 	 /s/ Ronald Wong

		 	Name:    Ronald Wong
		 	Title:      Senior Manager Finance



  
 FIRST AMENDMENT TO
SYNDICATED FACILITY AGREEMENT 
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	MATTEL FRANCE, a French limited liability company (société par actions simplifiée) having its registered office at 1/3/5 allée des Fleurs, Parc
de la Cerisaie 94260 Fresnes – France, and registered with the Trade and Companies Registry of Créteil under the number 692 039 688 RCS Créteil
		
	By:	 	 /s/ René Van Den Polder

		 	Name:  René Van Den Polder
		 	Title:    Managing Director



  
 FIRST AMENDMENT TO
SYNDICATED FACILITY AGREEMENT 
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	MATTEL ESPAÑA, S.A.,
	a corporation formed under the laws of Spain
		
	By:	 	/s/ Sanjay Luthra
		 	Name: Sanjay Luthra
		 	Title:   Director



  
 FIRST AMENDMENT TO
SYNDICATED FACILITY AGREEMENT 
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	MATTEL EUROPA B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), having its corporate seat at Amsterdam (address: Gondel 1, 2nd floor, 1186 MJ Amstelveen, the Netherlands), and registered with the Dutch trade register under number: 33237928
		
	By:	 	/s/ Mandana Sadigh
		 	Name: Mandana Sadigh
		 	Title:   Authorised Signatory


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	MATTEL U.K. LIMITED, a company incorporated in England and Wales with company number 01471442
		
	By:	 	/s/ Dean Ikin
		 	Name:  	 	Dean Ikin
		 	Title:	 	Director


  

					
	HIT ENTERTAINMENT LIMITED, a company incorporated in England and Wales with company number 02341947
		
	By:	 	/s/ Andrew Unitt
		 	Name:  	 	Andrew Unitt
		 	Title:	 	Director


  

					
	GULLANE (THOMAS) LIMITED, a company incorporated in England and Wales with company number 01555168
		
	By:	 	/s/ Andrew Unitt
		 	Name:  	 	Andrew Unitt
		 	Title:	 	Director


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	MATTEL GMBH, a German corporation (Gesellschaft mit beschränkter Haftung), having its registered office at Solmstrasse 4, 60486 Frankfurt am Main, Germany, and registered with the Frankfurt, Germany
Commercial Register under HRB 99273
		
	By:	 	/s/ Sanjay Luthra
		 	Name:  	 	Sanjay Luthra
		 	Title:	 	Managing Director


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	 EXECUTED by MATTEL PTY LTD (ACN 000 660 962) in accordance with section 127(1) of the Corporations Act 2001 (Cwlth):

 
  

/s/ Chedney Rodgers
 Signature of
director
  
 Chedney Rodgers

Name of director
	  	 )
 )

)
 )

)
 )

)
 )

)
 )

)
 )
	  	 /s/ Peter Cantwell

Signature of company secretary
  

Peter Cantwell
 Name of company
secretary


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 GUARANTORS: 

 

					
		 	AMERICAN GIRL, LLC
		 	 MATTEL FINANCE, INC.
 MATTEL
INVESTMENT, INC.
 MATTEL OVERSEAS, INC.

		
	By:	 	/s/ Mandana Sadigh
		 	Name:  	 	Mandana Sadigh
		 	Title:	 	Senior Vice President & Treasurer


  

					
		
		 	MATTEL HOLDINGS LIMITED
		
	By:	 	/s/ Ronald Wong
		 	Name:  	 	Ronald Wong
		 	Title:	 	Senior Manager Finance


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		 	MATTEL OVERSEAS OPERATIONS LTD., a Bermuda company
		
	By:	 	/s/ Cynthia Berry Meyer    
		 	Name: Cynthia Berry Meyer
		 	Title:  Managing Director


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	MATTEL EUROPE HOLDINGS B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), having its corporate seat at Amstelveen (address: Gondel 1, 2nd floor, 1186 MJ Amstelveen, the Netherlands), and registered with the Dutch trade register under number: 33297748
		
	By:	 	/s/ David Traughber
		 	Name:  David Traughber
		 	Title:    Authorised Signatory


  

			
	MATTEL INTERNATIONAL FINANCE B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), having its corporate seat at Amsterdam (address: Gondel 1, 2nd floor, 1186 MJ Amstelveen, the Netherlands), and registered with the Dutch trade register under number: 34161817
		
	By:	 	/s/ Bhrijesh Patel
		 	Name:  Bhrijesh Patel
		 	Title:    Authorised Signatory


  

			
	MATTEL INTERNATIONAL HOLDINGS B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), having its corporate seat at Amstelveen (address: 10 Changi Business Park Central 2, #05-01 HansaPoint, Singapore 486030, Singapore), and registered with the Dutch trade register under number: 33297747
		
	By:	 	/s/ Phua Kay Choon James
		 	Name:  Phua Kay Choon James
		 	Title:    Authorised Signatory


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 LENDERS: 

 

			
	BANK OF AMERICA, N.A.,
	as Global Administrative Agent, Collateral Agent, Australian Security Trustee, U.S. Revolving A Lender, a Revolving B Lender, a U.S. Issuing Bank, U.S. Swingline Lender, Australian Revolving Lender, European (GNU)
Revolving Lender and the European (GNU) Swingline Lender


 
			
		
	    By:	 	/s/ Phuong Nguyen    


 
			
	    Name:	 	 Phuong Nguyen
	    Title:	 	Vice President


  

			
	BANK OF AMERICA, N.A. (acting through its Australia branch), as the Australian Swingline Lender


 
			
		
	    By:	 	/s/ Phuong Nguyen    


 
			
	    Name:	 	 Phuong Nguyen
	    Title:	 	  Vice President


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	BANK OF AMERICA, N.A.,
	(acting through its Canada branch), as a Canadian Revolving Lender, a Canadian Issuing Bank and the Canadian Swingline Lender
		
	By:	 	/s/ Sylwia Durkiewicz
		 	Name: Sylwia Durkiewicz
		 	Title:  Vice President


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	BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED,
	as the French Swingline Lender, the Spanish Swingline Lender, Spanish Revolving Lender and the French Revolving Lender
		
	By:	 	/s/ Lee Masters
		 	Name: Lee Masters
		 	Title:   Senior Vice President


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	WELLS FARGO BANK INTERNATIONAL UNLIMITED COMPANY,
	as a French Revolving Lender
		
	By:	 	/s/ Muiris O’Dwyer
		 	Name:  Muiris O’Dwyer
		 	 Title:   Chief Operating Office
Wells Fargo Bank International
UC



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	WELLS FARGO BANK, N.A. (LONDON BRANCH),
	as a Spanish Revolving Lender, the Australian Revolving Lender and the European (GNU) Revolving Lender
		
	By:	 	/s/ NB Hogg
		 	Name:  NB Hogg
		 	Title:    Authorised Signatory


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	CITIBANK EUROPE PLC.,
	as a French Revolving Lender, Spanish Revolving Lender and European (GNU) Revolving Lender
		
	By:	 	/s/ JD Kinsella
		 	Name:  JD Kinsella
		 	Title:    Delegated Signatory


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	RBC EUROPE LIMITED,
	as a French Revolving Lender
		
	By:	 	/s/ David Heyes
		 	Name:  David Heyes
		 	Title:    Authorised Signatory


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	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as a U.S. Revolving A Lender, Revolving B Lender and a U.S. Issuing Bank
	
	By: /s/
Nate McIntosh                                      
    
	Name:  Nate McIntosh
	Title:    Duly Authorized Signer


 FIRST AMENDMENT TO SYNDICATED FACILITY AGREEMENT 

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	WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as a Canadian Revolving Lender and Canadian Issuing Bank
	
	By: /s/ David G.
Phillips                                  
	Name:  David G. Phillips
	 Title:   Senior Vice President
Credit Officer,
Canada
Wells Fargo Capital Finance Corporation Canada



 FIRST AMENDMENT TO SYNDICATED FACILITY AGREEMENT 

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	CITIBANK, N.A., as a U.S. Revolving A Lender, a Revolving B Lender, U.S. Issuing Bank, Canadian Revolving Lender, Canadian Issuing Bank and the Australian Revolving Lender
	
	By: /s/ David G.
Foster                                        

	Name:  David G. Foster
	Title:    Attorney in Fact


 FIRST AMENDMENT TO SYNDICATED FACILITY AGREEMENT 

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	MUFG UNION BANK, N.A.,
	as a U.S. Revolving A Lender, Revolving B Lender, Canadian Revolving Lender, Spanish Revolving Lender, Australian Revolving Lender and European (GNU) Revolving Lender
	
	By: /s/ Peter
Ehlinger                                        
  
	Name:  Peter Ehlinger
	Title:    Vice President


 FIRST AMENDMENT TO SYNDICATED FACILITY AGREEMENT 

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	ROYAL BANK OF CANADA,
	 as a U.S. Revolving A Lender, and Revolving B

Lender

	
	By: /s/ Gordon MacArthur                             
     
	Name:  Gordon MacArthur
	Title:    Authorized Signatory


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	ROYAL BANK OF CANADA,
	as a Spanish Revolving Lender


 
			
		
	By:	 	/s/ Jon Harrison


 
			
	Name:	 	Jon Harrison
	Title:	 	Director


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	ROYAL BANK OF CANADA,
	as a Canadian Revolving Lender


 
			
		
	By:	 	/s/ Stuart Coulter


 
			
	Name:	 	Stuart Coulter
	Title:	 	Authorized Signatory


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	ROYAL BANK OF CANADA,
	as a European (GNU) Revolving Lender


 
			
		
	By:	 	/s/ Jon Harrison


 
			
	Name:	 	Jon Harrison
	Title:	 	Director


 FIRST AMENDMENT TO SYNDICATED FACILITY AGREEMENT 

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	MIZUHO BANK, LTD.,
	as a U.S. Revolving A Lender, Revolving B Lender, Canadian Revolving Lender, Spanish Revolving Lender, Australian Revolving Lender and European (GNU) Revolving
Lender


 
			
		
	By:	 	/s/ Raymond Ventura


 
			
	Name:	 	Raymond Ventura
	Title:	 	Managing Director


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	HSBC BANK USA, NATIONAL ASSOCIATION,
	as a U.S. Revolving A Lender, Revolving B Lender Canadian Revolving Lender, Spanish Revolving Lender, Australian Revolving Lender and European (GNU) Revolving
Lender


 
			
		
	By:	 	/s/ Aleem Shamji


 
			
	Name:	 	Aleem Shamji
	Title:	 	Director


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	KEYBANK NATIONAL ASSOCIATION,
	 as a U.S. Revolving A Lender, Revolving B Lender, Canadian Revolving Lender, Australian Revolving Lender and European (GNU)
Revolving Lender



 
			
		
	By:	 	/s/ Steve Wisterman


 
			
	Name:	 	Steve Wisterman
	Title:	 	VP


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	MANUFACTURERS AND TRADERS TRUST COMPANY,
	as a U.S. Revolving A Lender, Revolving B Lender, Canadian Revolving Lender, Spanish Revolving Lender, Australian Revolving Lender and European (GNU) Revolving
Lender


 
			
		
	By:	 	/s/ Gregory Vutrano


 
			
	Name:	 	Gregory Vutrano
	Title:	 	Vice President


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 EXHIBIT A-1 

FORM OF NOTICE OF BORROWING 

[Date] 
 Bank of America, N.A., as Global
Administrative Agent 
 for the Lenders party to the Syndicated Facility Agreement referred to below 

Bank of America, N.A. 

                    _      
                               

                    _      
                               

Email: [____________] 
 Copy to: [____________] 

Ladies and Gentlemen: 
 The undersigned Relevant
Borrower[s], refer[s] to the Syndicated Facility Agreement, dated as of December 20, 2017 (as amended, restated, modified and/or supplemented from time to time, the “Syndicated Facility Agreement,” the terms defined therein
being used herein as therein defined), among Mattel, Inc. (the “Company”), each of the other Borrowers and Guarantors party thereto from time to time, the Lenders party thereto from time to time, Bank of America, N.A., as Global
Administrative Agent, Collateral Agent and Australian Security Trustee, and the other parties thereto. The undersigned hereby gives you notice pursuant to Section 2.03 of the Syndicated Facility Agreement that the
undersigned hereby requests a Borrowing under the Syndicated Facility Agreement and sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.03 of the
Syndicated Facility Agreement: 
 (i) The Business Day of the Proposed Borrowing is ____________, ____.1 
 (ii) The aggregate principal amount of the Proposed Borrowing is [C$]
[$] [€] [£] [AUD] ____________. 
 (iii) [The Revolving A Loans to be made pursuant to the Proposed Borrowing
shall be initially maintained as [U.S. Base Rate Loans] [Eurocurrency Rate Loans] [Canadian Base Rate Loans] [Canadian Prime Loans] [Foreign Base Rate Loans] [Canadian CDOR Rate Loans] [Australian Bill Rate Loans].] 

[(iv)] [The Revolving B Loans to be made pursuant to the Proposed Borrowing shall be initially maintained as [U.S. Base Rate
Loans] [Eurocurrency Rate Loans].] 
 [(v)] [The initial Interest Period for the Proposed Borrowing is [seven days]2 [one month] [two months] [three months] [six months]].3 

 

1 Shall be a Business Day and shall comply with the applicable advance notice requirement specified in
Section 2.03 of the Syndicated Facility Agreement. 
 2 Available solely with
respect to a Borrowing by a U.S. Revolving Borrower of Eurocurrency Rate Loans denominated in Dollars. 

3 To be included for a Proposed Borrowing of Eurocurrency Rate Loans, Australian Bill Rate Loans or
Canadian CDOR Rate Loans. 







 [(vi)]    The location and number of the account to which
funds shall be disbursed is as follows: [                    ]. 

[(vii)]    The Loans are to be borrowed under the [U.S. Revolving A Subfacility] [Revolving B Facility]
[Canadian Revolving Subfacility] [French Revolving Subfacility by [                ]4] [Spanish Revolving
Subfacility by [                ]5] [European (GNU) Revolving Subfacility by
[                ]6] [Australian Revolving Subfacility]. 

[(viii)]    The Loans are to be borrowed in [Dollars] [Canadian Dollars] [Euros] [Sterling] [Australian
Dollars].7 
 The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the Proposed Borrowing: 

(A)        each of the representations and warranties made by any Credit Party
contained in Section 7 of the Syndicated Facility Agreement and the other Credit Documents will be true and correct in all material respects (without duplication of any materiality standard set forth in any such
representation or warranty), on and as of the date of the Proposed Borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such
representations and warranties shall be true and correct in all material respects as of such date (without duplication of any materiality standard set forth in any such representation or warranty); and 

(B)        no Default or Event of Default will exist at the time of, or result from,
such Proposed Borrowing. 
  

			
	Very truly yours,
	
	MATTEL, INC.
		
	By:	 	 
		 	Name:                                     
                               
		 	Title:                                    
                              ]8


  
 4 To insert name of applicable French Borrower 
 5 To
insert name of applicable Spanish Borrower 
 6 To insert name of applicable European (GNU) Borrower

 7 Borrowings under any Subfacility may be made in Dollars and any Alternative Currency. Borrowings
under the Revolving B Facility may be made only in Dollars. 
 8 Use the Relevant Borrower if not the
Company.