EX-4.1



 Exhibit 4.1 

Execution Version 

FIRST SUPPLEMENTAL INDENTURE 

First Supplemental Indenture (this “Supplemental Indenture”), dated as of May 31, 2018, among Mattel, Inc., a
Delaware corporation (the “Issuer”), the Guarantors (as defined in the Base Indenture (as defined below)) and MUFG Union Bank, N.A., as trustee (in such capacity, the “Trustee”). Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to them in the Base Indenture. 
 W I T N E S S E T H 

WHEREAS, the Issuer, the Guarantors and the Trustee are party to an indenture dated as of December 20, 2017 (the
“Base Indenture”) relating to the Issuer’s 6.750% Senior Notes due 2025 (the “Existing Notes”); 

WHEREAS, Sections 2.1, 2.2 and 3.3 of the Base Indenture provide that the Issuer may, from time to time and in accordance
therewith, create and issue Additional Notes under the Base Indenture; 
 WHEREAS, the Issuer wishes to issue an additional
$500,000,000 aggregate principal amount of its 6.750% Senior Notes due 2025 as Additional Notes (the “New Notes”); 

WHEREAS, Section 9.1(xiii) of the Base Indenture provides that, without the consent of the Holders of any Notes, the Base
Indenture may be amended or supplemented by the Issuer, the Guarantors and the Trustee to provide for the issuance of Additional Notes in accordance with the Base Indenture; 

WHEREAS, the Issuer and the Guarantors are authorized to execute and deliver this Supplemental Indenture; 

WHEREAS, the Issuer has requested that the Trustee execute and deliver this Supplemental Indenture; and 

WHEREAS, all conditions and requirements necessary to the execution and delivery of this Supplemental Indenture have been done
and performed, and the execution and delivery hereof has been in all respects authorized. 
 NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Supplemental Indenture mutually covenant and agree for the equal and ratable benefit of the Holders of the
Notes as follows: 
 1.            Amount of New Notes.
The aggregate principal amount of New Notes to be authenticated and delivered under this Supplemental Indenture on May 31, 2018 is $500,000,000. 

2.            Terms of New Notes. The New Notes are to be
issued as Additional Notes under the Base Indenture and shall: 
  

	 	a.	 be issued as part of the existing series of Existing Notes under the Base Indenture, and the New Notes and the
Existing Notes shall be a single class for all purposes under the Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase; 



 

	 	b.	 be issued on May 31, 2018 and will accrue interest from December 20, 2017; 










	 	c.	 be issuable in whole in the form of one or more Global Notes to be issued in the name of Cede & Co.
and held by the Trustee as Custodian for the Depositary and in the form, including appropriate transfer restriction legends, provided in Exhibit A to the Base Indenture; and 



 

	 	d.	 bear, in the case of New Notes sold under Rule 144A of the Securities Act, the CUSIP number of 577081 BB7 and
ISIN of US577081BB70, and, in the case of New Notes sold under Regulation S of the Securities Act, initially bear the CUSIP number of U57619 AC9 and ISIN of USU57619AC93, and after 40 days, will bear the CUSIP number of U57619 AB1 and ISIN of
USU57619AB11. 


 3.            No Recourse
Against Others. No manager, managing director, director, officer, employee, incorporator or holder of any Equity Interests in the Issuer, any Subsidiary or any direct or indirect parent of the Issuer, as such, shall have any liability for any
obligations of the Issuer or any Guarantor under the Additional Notes, the Indenture, the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Additional Notes, by accepting an
Additional Note, waives and releases all such liability. This waiver and release are part of the consideration for issuance of the Additional Notes. This waiver may not be effective to waive liabilities under the federal securities laws and it is
the view of the SEC that such a waiver is against public policy. 

4.            Ratification of Indenture; Supplemental Indenture
Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 

5.            Governing Law. This Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New York. 

6.            Counterparts. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by telecopier, facsimile or other
electronic transmission (i.e. a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof. 

7.            Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction hereof. 

8.            The Trustee. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the Guarantors. 

[Signatures on following page] 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed, all as of the date first above written. 
  

			
	MATTEL, INC.
		
	By:  	 	     /s/ Mandana Sadigh

		 	Name:  Mandana Sadigh
		 	Title:    Senior Vice President & Treasurer
	
	 AMERICAN GIRL, LLC
 AMERICAN GIRL
BRANDS, LLC
 AMERICAN GIRL PUBLISHING, INC.
 AMERICAN GIRL
RETAIL, INC.
 FISHER-PRICE, INC.
 MATTEL DIRECT IMPORT,
INC.
 MATTEL FINANCE, INC.
 MATTEL INVESTMENT, INC.

MATTEL OVERSEAS, INC.
 MATTEL REALTY CORPORATION

MATTEL SALES CORP.,
 as Guarantors

		
	By:	 	     /s/ Mandana Sadigh

		 	Name:  Mandana Sadigh
		 	Title:    Senior Vice President & Treasurer


  
 Signature Page to First
Supplemental Indenture 







 
			
	 MUFG UNION BANK, N.A.,
 as
Trustee

		
	By:	 	  /s/ Melonee Young
		 	  Name:    Melonee Young
		 	  Title:      Vice President


  
  
  

Signature Page to First Supplemental Indenture