EX-4.2



 Exhibit 4.2 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“DTC”), TO MATTEL, INC., OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 







 MATTEL, INC. 
 3.150% Notes due 2023 
  

			
	No. [—]	  	$[—]
	CUSIP NO. 577081 AY 8	  	

 MATTEL, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein
called the “Company,” which term includes any successor person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [—] DOLLARS ($[—]) on March 15, 2023, and to pay interest thereon from March 7, 2013, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on March 15 and September 15 in each year (each such date, an “Interest Payment Date”), commencing September 15, 2013. Interest will accrue at the rate of
3.150% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the regular record date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such regular record date and may either be paid to the person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on a special record date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said Indenture. 
 Interest on this Security shall be
calculated on a pro rata basis using twelve 30-day months and a 360-day year. 
 In the event that an Interest Payment Date is
not a Business Day, interest will be paid on the next day that is a Business Day, with the same force and effect as if made on the Interest Payment Date, and without any interest or other payment with respect to the delay. If the date of Stated
Maturity for the principal falls on a day that is not a Business Day, the payment of the principal amount of this Security will be made on the next succeeding Business Day and no interest will accrue for the period from and after such date of Stated
Maturity. “Business Day,” with respect to this Security, is a day other than a Saturday, a Sunday or any other day on which banking institutions in the City of New York or the City of Los Angeles generally are authorized or required by law
or executive order to close. 







 The Trustee shall act as Paying Agent with respect to the Securities of this series.

 Payment of the principal of and interest on this Security shall be payable at the Corporate Trust Office of Union Bank, N.A.,
located at 120 South San Pedro Street, Fourth Floor, Los Angeles, California 90012 or at such other office or agency of the Company maintained for that purpose in the City of Los Angeles, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, interest may be paid by check mailed to the address of the person entitled thereto as such address
shall appear on the Security Register or by transfer to an account maintained by the payee with a bank located in the United States; and, provided, further, that so long as this Security is registered in the name of DTC or its nominee,
principal and interest payments will be paid to DTC or its nominee, as the Holder, by wire transfer in same-day funds. 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place. 
 All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture. 
 Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof, directly or through an authenticating agent, by manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose. 







 IN WITNESS WHEREOF, the Company has caused this instrument to be duty executed under its
corporate seal. 
 Dated: [—] 

 

			
	MATTEL, INC.
		
	By:	 	  

	Name:	 	Mandana Sadigh
	Title:	 	Senior Vice President and Treasurer


 This is one of the Securities of the series designated therein referred to in the within-mentioned
Indenture. 
 Dated: [—] 

 

			
	UNION BANK, N.A.
	As Trustee
		
	By:	 	  

		 	Authorized Officer


 Signature Page to Note due 2023 







 Reverse of Note 
 This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
September 23, 2010 (the “Indenture”), between the Company and Union Bank, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on the face hereof. 
 The Company may redeem all or part of the
Securities herein issued at any time or from time to time prior to December 15, 2022 (three months prior to the maturity date of this Security) at its option at a redemption price equal to the greater of (1) 100% of the principal amount of
the Securities being redeemed plus accrued and unpaid interest to but excluding the redemption date or (2) a “Make-Whole Amount” for the Securities being redeemed. 

The Company may redeem all or part of the Securities herein issued at any time or from time to time on or after December 15, 2022
(three months prior to the maturity date of this Security) at its option at a redemption price equal to 100% of the principal amount of the Securities being redeemed, plus accrued and unpaid interest to but excluding the redemption date. 

“Make-Whole Amount” means the sum, as determined by a Quotation Agent (as defined below), of the present values of the
principal amount of the Securities to be redeemed, together with scheduled payments of interest (exclusive of interest to the redemption date) from the redemption date to the Stated Maturity of the Securities discounted to the redemption date on a
semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate (as defined below), plus accrued and unpaid interest on the principal amount of the Securities being redeemed to but excluding the
redemption date. 
 “Adjusted Treasury Rate” means, with respect to any redemption date, (i) the yield, under the
heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15 (519)” or any successor publication which is published weekly by the Board of Governors
of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the
Comparable Treasury Issue (as defined below) (if no maturity is within three months before or after the remaining term of the Securities, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price (as defined below) for such redemption date, in each case calculated on the third Business Day preceding the redemption date, plus 20 basis points. 







 “Comparable Treasury Issue” means the United States Treasury security selected by
the Quotation Agent as having a maturity comparable to the remaining term from the redemption date to the Stated Maturity of the Securities that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities. 

“Comparable Treasury Price” means, with respect to any redemption date, if clause (ii) of the definition of Adjusted
Treasury Rate is applicable, the average of four, or such lesser number as is obtained by the Trustee, Reference Treasury Dealer Quotations for such redemption date. 
 “Quotation Agent” means one Reference Treasury Dealer selected by the Company. 
 “Reference Treasury Dealer” means (i) each of Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or their respective affiliates that are Primary
Treasury Dealers) and their respective successors, (ii) one Primary Treasury Dealer selected by Wells Fargo Securities, LLC or its successor; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities
dealer in the United States (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer, and (iii) one other Primary Treasury Dealer selected by the Company. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by a Reference Treasury Dealer, of the bid and asking prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the trustee by such Reference Treasury Dealer
at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. 
 Notice of redemption will be
mailed by first class mail to Holders of Securities, not less than 30 nor more than 60 days prior to the date fixed for redemption, all as provided in the Indenture. 
 In the event of redemption of this Security in part only, a new Security of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof. 
 Upon the occurrence of a Change of Control Triggering Event (as defined below), unless all Securities
have been called for redemption by the Company as provided herein, each Holder of Securities shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such
Holder’s Securities pursuant to the offer described herein below (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the principal amount of such Securities plus accrued and unpaid interest thereon, if any, to
the date of repurchase, subject to the rights of Holders of Securities on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”). 







 Within 30 days following the date upon which the Change of Control Triggering Event
occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, a notice to each Holder of Securities, with a copy to the
Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the CUSIP number for the Securities, that any Security not tendered will continue to accrue interest, and the purchase date,
which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change
of Control, shall state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Securities electing to have Securities purchased pursuant to a Change of
Control Offer will be required to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of this Security completed, to the Paying Agent at the address specified in the notice, or transfer
their Securities to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. 

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change in Control Triggering Event. To the extent that the provisions of any securities laws or regulations
conflict with the Change of Control provisions, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations herein relating to such Change of Control obligations by virtue of
such conflict. 
 On the Change of Control Payment Date, the Company will, to the extent lawful: (i) accept for payment all
Securities or portions thereof properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of Securities properly
tendered; and (iii) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased by the
Company. 
 The Paying Agent will promptly mail to each Holder of Securities properly tendered the Change of Control Payment for
such Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered, if any; provided that
each new Security will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control
Payment Date. 
 The Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event
if a third party makes the Change of Control Offer in the 







 
manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Securities properly tendered
and not withdrawn under such Change of Control Offer. 
 “Change of Control” means the occurrence of any of the
following: 
 (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or more series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any person, other than to the Company or one of its subsidiaries; 

(2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any
person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s outstanding Voting Stock (as defined below) or other Voting Stock into which the
Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; 
 (3) the Company consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the
Company’s outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding
immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such
transaction; 
 (4) the first day on which a majority of the members of the board of directors of the Company cease to be
Continuing Directors; or 
 (5) the adoption of a plan relating to the liquidation or dissolution of the Company. 

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control under clause (2) above if
(i) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same
as the holders of the Company’s Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner,
directly or indirectly, of more than 50% of the Voting Stock of such holding company. The term “person,” as used in this definition, has the meaning given thereto in Section 13(d)(3) of the Exchange Act. 

“Below Investment Grade Rating Event” means the Securities are rated below an Investment Grade Rating (as defined below) by
each of the Rating Agencies (as defined below) on the 60th day following the occurrence of a Change of Control (which date shall be extended if the rating of the Securities is under publicly announced consideration for possible downgrade by any of
the Rating Agencies on such 60th day, such extension to last until the date on which the 







 
Rating Agency considering such possible downgrade either (x) rates the Securities below an Investment Grade Rating or (y) publicly announces that it is no longer considering the
Securities for possible downgrade; provided, that no such extension shall occur if any of the Rating Agencies rates the Securities with an Investment Grade Rating that is not subject to review for possible downgrade on such 60th day).

 “Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade
Rating Event. 
 “Continuing Director” means, as of any date of determination, any member of the Board of Directors of
the Company who: 
 (1) was a member of such Board of Directors on the date of the issuance of the Securities; or 

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were
members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director, without objection
to such nomination). 
 “Fitch” means Fitch, Inc. and its successors. 

“Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P, or, in each case, if such Rating Agency ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Company’s control, the
equivalent investment grade credit rating by the replacement agency selected by the Company in accordance with the procedures described herein. 
 “Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors. 
 “Rating Agencies” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P ceases to rate the Securities or fails to make a rating of the
Securities publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization,” as defined in Section 3(a)(62) of the Exchange Act, selected by the Company (as certified by a
resolution of the Company’s Board of Directors) as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be. 
 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors. 

“Voting Stock” means, with respect to any specified “person” as of any date, the capital stock of such person that is
at the time entitled to vote generally in the election of the board of directors of such person. 
 There is no sinking fund for
the Securities of this series. 







 The Indenture contains provisions for defeasance at any time of the entire indebtedness on
this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case, upon compliance with certain conditions set forth in the Indenture. 

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect provided in the Indenture. 
 The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the time outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 

As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to
institute any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless (i) such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities
of this series, (ii) the Holders of not less than 25% in principal amount of the outstanding Securities of this series shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee,
and (iii) the Trustee shall not have received from the Holders of a majority in principal of the outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days;
provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal or any interest on this Security on or after the respective due dates expressed herein.

 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

The Securities of this series are issuable only in registered form without coupons in minimum denominations of $2,000 and any integral
multiples of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same. 







 No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary. 
 The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of
New York, but without regard to principles of conflict of laws. 
 All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture. 







 Option of Holder to Elect Purchase 

If you want to elect to have this Security purchased by the Company pursuant to the repurchase offer upon a Change of Control Triggering Event, check the
box below: 
  
  ̈

 If you want to elect to have only part of the Security purchased by the Company pursuant to the repurchase offer upon a Change of Control
Triggering Event, state the amount you elect to have purchased: 
  

			
	$             
		
	Date:	 	 

  

			
	 Your Signature:
	 	 
		 	(Sign exactly as your name appears on the face of this Security)


 
			
		
	 Tax Identification No.:
	 	  



  

			
	 Signature Guarantee:**
	 	 

  

	**	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee) 








 Assignment Form 

 

			
	To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security to:
	
	  

		
	Assignee’s social security or tax I.D. number:	 	  



			
		
	Assignee’s name, address and zip code:	 	  

	
	  

	
	and irrevocably appoint
                                        
as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


			
		
	Date:	 	  



			
		
	Your Signature:	 	  

	(Sign exactly as your name appears on the face of this Security)


			
		
	Signature Guarantee:	 	  

	(Participant in a Recognized Signature Guaranty Medallion Program)