{"id":43798,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/debt-securities-underwriting-agreement-mattel-inc-credit.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"debt-securities-underwriting-agreement-mattel-inc-credit","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/debt-securities-underwriting-agreement-mattel-inc-credit.html","title":{"rendered":"Debt Securities Underwriting Agreement &#8211; Mattel Inc., Credit Suisse First Boston Corp. and Morgan Stanley &#038; Co. Inc."},"content":{"rendered":"<pre>\n                                  MATTEL, INC.\n\n                                DEBT SECURITIES\n\n                             UNDERWRITING AGREEMENT\n                             ----------------------\n\n     1.  Introductory. Mattel, Inc., a Delaware corporation ('Company'),\nproposes to issue and sell from time to time certain of its unsecured debt\nsecurities registered under the registration statement referred to in Section\n2(a) ('Registered Securities'). The Registered Securities will be issued under\nan indenture, dated as of February 15, 1996 ('Indenture'), between the Company\nand Chase Manhattan Bank and Trust Company, National Association, as Trustee, in\none or more series, which series may vary as to interest rates, maturities,\nredemption provisions, selling prices and other terms, with all such terms for\nany particular series of the Registered Securities being determined at the time\nof sale. Particular series of the Registered Securities will be sold pursuant to\na Terms Agreement referred to in Section 3, for resale in accordance with terms\nof offering determined at the time of sale.\n\n     The Registered Securities involved in any such offering are hereinafter\nreferred to as the 'Offered Securities'.  The firm or firms which agree to\npurchase the Offered Securities are hereinafter referred to as the\n'Underwriters' of such securities, and the representative or representatives of\nthe Underwriters, if any, specified in a Terms Agreement referred to in Section\n3 are hereinafter referred to as the 'Representatives'; provided, however, that\nif the Terms Agreement does not specify any representative of the Underwriters,\nthe term 'Representatives', as used in this Agreement (other than in Sections\n2(b), 5(c) and 6 and the second sentence of Section 3), shall mean the\nUnderwriters.\n\n     2.  Representations and Warranties of the Company.  The Company, as of the\ndate of each Terms Agreement referred to in Section 3, represents and warrants\nto, and agrees with, each Underwriter that:\n\n              (a) A registration statement (No. 333-38625), including a\n     prospectus, relating to the Registered Securities has been filed with the\n     Securities and Exchange Commission ('Commission') and has become effective.\n     Such registration statement, as amended at the time of any Terms Agreement\n     referred to in Section 3, is hereinafter referred to as the 'Registration\n     Statement', and the prospectus included in such Registration Statement, as\n     supplemented as contemplated by Section 3 to reflect the terms of the\n     Offered Securities and the terms of offering thereof, as first filed with\n     the Commission pursuant to and in accordance with Rule 424(b) ('Rule\n     424(b)') under the Securities Act of 1933 ('Act'), including all material\n     incorporated by reference therein, is hereinafter referred to as the\n     'Prospectus'. No document has been or will be prepared or distributed in\n     reliance on Rule 434 under the Act.\n\n              (b) On the effective date of the registration statement relating\n     to the Registered Securities, such registration statement conformed in all\n     material respects to the requirements of the Act, the Trust Indenture Act\n     of 1939 ('Trust Indenture Act') and the rules and regulations of the\n     Commission ('Rules and Regulations') and did not contain any untrue\n     statement of a material fact or omit to state any material fact required to\n     be stated therein or necessary to make the statements therein not\n     misleading, and on the date of each Terms Agreement referred to in Section\n     3, the Registration Statement and the Prospectus will conform in all\n     material respects to the requirements of the Act, the Trust Indenture Act\n     and the Rules and Regulations, and neither of such documents will include\n     any untrue statement of a material fact or omit to state any material fact\n     necessary to make the statements therein, in light of the circumstances\n     under which they were made, not misleading, except that the foregoing \n \n     does not apply to statements in or omissions from any of such documents\n     based upon written information furnished to the Company by any Underwriter\n     through the Representatives, if any, specifically for use therein.\n\n             (c)  The Company has been duly incorporated and is an existing\n     corporation in good standing under the laws of the State of Delaware, with\n     power and authority (corporate and other) to own its properties and conduct\n     its business as described in the Prospectus; and the Company is duly\n     qualified to do business as a foreign corporation in good standing in all\n     other jurisdictions in which its ownership or lease of property or the\n     conduct of its business requires such qualification, except to the extent\n     that the failure to be so qualified or be in good standing would not have a\n     material adverse effect on the Company and its subsidiaries, taken as a\n     whole.\n\n             (d)  Each subsidiary of the Company has been duly incorporated and\n     is an existing corporation in good standing under the laws of the\n     jurisdiction of its incorporation, with power and authority (corporate and\n     other) to own its properties and conduct its business as described in the\n     Prospectus, except to the extent that the failure of any such subsidiary,\n     singly or in the aggregate, to be so duly incorporated or validly existing\n     or to have such power and authority, would not have a material adverse\n     effect on the Company and its subsidiaries taken as a whole or on the\n     business of the Company and its subsidiaries taken as a whole; and each\n     subsidiary of the Company is duly qualified to do business as a foreign\n     corporation in good standing in all other jurisdictions in which its\n     ownership or lease of property or the conduct of its business requires such\n     qualification, except to the extent that the failure of any such\n     subsidiary, singly or in the aggregate, to be so qualified or be in good\n     standing would not have a material adverse effect on the Company and its\n     subsidiaries taken as a whole or on the business of the Company and its\n     subsidiaries taken as a whole; and the capital stock of each subsidiary\n     owned by the Company, directly or through subsidiaries, is owned free from\n     liens, encumbrances and defects except any liens, encumbrances or defects\n     which, individually or in the aggregate, would not have a material adverse\n     effect on the Company and its subsidiaries, taken as a whole.\n\n             (e) The Indenture has been duly authorized, executed and delivered\n     and has been duly qualified under the Trust Indenture Act; the Offered\n     Securities have been duly authorized; and when the Offered Securities are\n     delivered and paid for pursuant to the Terms Agreement on the Closing Date\n     (as defined below) or pursuant to Delayed Delivery Contracts (as\n     hereinafter defined), such Offered Securities will have been duly executed,\n     authenticated, issued and delivered and will conform to the description\n     thereof contained in the Prospectus and the Indenture and such Offered\n     Securities will constitute valid and legally binding obligations of the\n     Company, enforceable in accordance with their respective terms, subject to\n     bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and\n     similar laws of general applicability relating to or affecting creditors'\n     rights and rights of acceleration and the availability of equitable\n     remedies may be limited by equitable principles of general applicability.\n\n             (f) No consent, approval, authorization, or order of, or filing\n     with, any governmental agency or body or any court is required for the\n     consummation of the transactions contemplated by the Terms Agreement\n     (including the provisions of this Agreement) in connection with the\n     issuance and sale of the Offered Securities by the Company, except such as\n     have been obtained and made under the Act and the Trust Indenture Act and\n     such as may be required under state securities laws.\n\n                                      -2-\n \n             (g) The execution, delivery and performance of the Indenture, the\n     Terms Agreement (including the provisions of this Agreement) and any\n     Delayed Delivery Contracts and the issuance and sale of the Offered\n     Securities and compliance with the terms and provisions thereof will not\n     result in a breach or violation of any of the terms and provisions of, or\n     constitute a default under, any statute, any rule, regulation or order of\n     any governmental agency or body or any court, domestic or foreign, having\n     jurisdiction over the Company or any subsidiary of the Company or any of\n     their properties, or any agreement or instrument to which the Company or\n     any such subsidiary is a party or by which the Company or any such\n     subsidiary is bound or to which any of the properties of the Company or any\n     such subsidiary is subject that is material to the Company and its\n     subsidiaries, taken as a whole, or the charter or by-laws of the Company,\n     and the Company has full power and authority to authorize, issue and sell\n     the Offered Securities as contemplated by the Terms Agreement (including\n     the provisions of this Agreement).\n\n             (h) The Terms Agreement (including the provisions of this\n     Agreement) and any Delayed Delivery Contracts have been duly authorized,\n     executed and delivered by the Company.\n\n             (i) Except as disclosed in the Prospectus, the Company and its\n     subsidiaries have good and marketable title to all real properties and all\n     other properties and assets owned by them, in each case free from liens,\n     encumbrances and defects except such that would not, individually or in the\n     aggregate, have a material adverse effect on the Company and its\n     subsidiaries taken as a whole; and except as disclosed in the Prospectus,\n     the Company and its subsidiaries hold any leased real or personal property\n     under valid and enforceable leases with no exceptions except such that\n     would not, individually or in the aggregate, have a material adverse effect\n     on the Company and its subsidiaries taken as a whole.\n\n             (j) No labor dispute with the employees of the Company or any\n     subsidiary exists or, to the knowledge of the Company, is imminent that\n     might have a material adverse effect on the Company and its subsidiaries\n     taken as a whole.\n\n             (k) The Company and its subsidiaries own, possess or can acquire on\n     reasonable terms, adequate trademarks, trade names and other rights to\n     inventions, know-how, patents, copyrights, confidential information and\n     other intellectual property (collectively, 'intellectual property rights')\n     necessary to conduct the business now operated by them, or presently\n     employed by them, except to the extent that the failure to own or possess\n     the intellectual property rights would not have a material adverse effect\n     on the Company and its subsidiaries taken as a whole, and have not received\n     any notice of infringement of or conflict with asserted rights of others\n     with respect to any intellectual property rights that, if determined\n     adversely to the Company or any of its subsidiaries, would individually or\n     in the aggregate have a material adverse effect on the Company and its\n     subsidiaries taken as a whole.\n\n             (l) Except as disclosed in the Prospectus, neither the Company nor\n     any of its subsidiaries is in violation of any statute, any rule,\n     regulation, decision or order of any governmental agency or body or any\n     court, domestic or foreign, relating to the use, disposal or release of\n     hazardous or toxic substances or relating to the protection or restoration\n     of the environment or human exposure to hazardous or toxic substances\n     (collectively, 'environmental laws'), owns or operates any real property\n     contaminated with any substance that is subject to any environmental laws,\n     is liable for any off-site\n\n                                      -3-\n \n     disposal or contamination pursuant to any environmental laws, or is subject\n     to any claim relating to any environmental laws, which violation,\n     contamination, liability or claim would individually or in the aggregate\n     have a material adverse effect on the Company and its subsidiaries taken as\n     a whole; and the Company is not aware of any pending investigation which\n     might lead to such a claim.\n\n             (m) Except as disclosed in the Prospectus, there are no pending\n     actions, suits or proceedings against or affecting the Company, any of its\n     subsidiaries or any of their respective properties that, if determined\n     adversely to the Company or any of its subsidiaries, would individually or\n     in the aggregate have a material adverse effect on the condition (financial\n     or other), business, properties or results of operations of the Company and\n     its subsidiaries taken as a whole, or would materially and adversely affect\n     the ability of the Company to perform its obligations under the Indenture,\n     the Terms Agreement (including the provisions of this Agreement), or any\n     Delayed Delivery Contracts, or which are otherwise material in the context\n     of the sale of the Offered Securities; and no such actions, suits or\n     proceedings are, to the Company's knowledge, threatened or contemplated.\n\n             (n) The financial statements included in the Registration Statement\n     and Prospectus present fairly the financial position of the Company and its\n     consolidated subsidiaries as of the dates shown and their results of\n     operations and cash flows for the periods shown, and such financial\n     statements have been prepared in conformity with the generally accepted\n     accounting principles in the United States applied on a consistent basis;\n     any schedules included in the Registration Statement present fairly the\n     information required to be stated therein; and if pro forma financial\n     statements are included in the Registration Statement and Prospectus: the\n     assumptions used in preparing the pro forma financial statements included\n     in the Registration Statement and the Prospectus provide a reasonable basis\n     for presenting the significant effects directly attributable to the\n     transactions or events described therein, the related pro forma adjustments\n     give appropriate effect to those assumptions, and the pro forma columns\n     therein reflect the proper application of those adjustments to the\n     corresponding historical financial statement amounts.\n\n             (o) Except as disclosed in the Prospectus, since the date of the\n     latest audited financial statements included in the Prospectus there has\n     been no material adverse change, nor any development or event involving a\n     prospective material adverse change, in the condition (financial or other),\n     business, properties or results of operations of the Company and its\n     subsidiaries taken as a whole.\n\n             (p) The Company is not and, after giving effect to the offering and\n     sale of the Offered Securities and the application of the proceeds thereof\n     as described in the Prospectus, will not be, an 'investment company' as\n     defined in the Investment Company Act of 1940.\n\n             (q) Neither the Company nor any of its affiliates does business\n     with the government of Cuba or with any person or affiliate located in Cuba\n     within the meaning of Section 517.075, Florida Statutes and the Company\n     agrees to comply with such Section if prior to the completion of the\n     distribution of the Offered Securities it commences doing such business.\n\n   3. Purchase and Offering of Offered Securities.  The obligation of the\nUnderwriters to purchase the Offered Securities will be evidenced by an\nagreement or exchange of other written communications ('Terms \n\n                                      -4-\n \nAgreement') at the time the Company determines to sell the Offered Securities.\nThe Terms Agreement will incorporate by reference the provisions of this\nAgreement, except as otherwise provided therein, and will specify the firm or\nfirms which will be Underwriters, the names of any Representatives, the\nprincipal amount to be purchased by each Underwriter, the purchase price to be\npaid by the Underwriters and the terms of the Offered Securities not already\nspecified in the Indenture, including, but not limited to, interest rate,\nmaturity, any redemption provisions and any sinking fund requirements and\nwhether any of the Offered Securities may be sold to institutional investors\npursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement\nwill also specify the time and date of delivery and payment (such time and date,\nor such other time not later than seven full business days thereafter as the\nUnderwriter first named in the Terms Agreement (the 'Lead Underwriter') and the\nCompany agree as the time for payment and delivery, being herein and in the\nTerms Agreement referred to as the 'Closing Date'), the place of delivery and\npayment and any details of the terms of offering that should be reflected in the\nprospectus supplement relating to the offering of the Offered Securities. For\npurposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the Closing\nDate (if later than the otherwise applicable settlement date) shall be the date\nfor payment of funds and delivery of securities for all the Offered Securities\nsold pursuant to the offering, other than Contract Securities for which payment\nof funds and delivery of securities shall be as hereinafter provided. The\nobligations of the Underwriters to purchase the Offered Securities will be\nseveral and not joint. It is understood that the Underwriters propose to offer\nthe Offered Securities for sale as set forth in the Prospectus.\n\n     If the Terms Agreement provides for sales of Offered Securities pursuant to\ndelayed delivery contracts, the Company authorizes the Underwriters to solicit\noffers to purchase Offered Securities pursuant to delayed delivery contracts\nsubstantially in the form of Annex I attached hereto ('Delayed Delivery\nContracts') with such changes therein as the Company may authorize or approve.\nDelayed Delivery Contracts are to be with institutional investors, including\ncommercial and savings banks, insurance companies, pension funds, investment\ncompanies and educational and charitable institutions.  On the Closing Date the\nCompany will pay, as compensation, to the Representatives for the accounts of\nthe Underwriters, the fee set forth in such Terms Agreement in respect of the\nprincipal amount of Offered Securities to be sold pursuant to Delayed Delivery\nContracts ('Contract Securities').  The Underwriters will not have any\nresponsibility in respect of the validity or the performance of Delayed Delivery\nContracts.  If the Company executes and delivers Delayed Delivery Contracts, the\nContract Securities will be deducted from the Offered Securities to be purchased\nby the several Underwriters and the aggregate principal amount of Offered\nSecurities to be purchased by each Underwriter will be reduced pro rata in\nproportion to the principal amount of Offered Securities set forth opposite each\nUnderwriter's name in such Terms Agreement, except to the extent that the Lead\nUnderwriter determines that such reduction shall be otherwise than pro rata and\nso advises the Company.  The Company will advise the Lead Underwriter not later\nthan the business day prior to the Closing Date of the principal amount of\nContract Securities.\n\n     If the Terms Agreement specifies 'Book-Entry Only' settlement or otherwise\nstates that the provisions of this paragraph shall apply, the Company will\ndeliver against payment of the purchase price the Offered Securities in the form\nof one or more permanent global securities in definitive form (the 'Global\nSecurities') deposited with the Trustee as custodian for The Depository Trust\nCompany ('DTC') and registered in the name of Cede &amp; Co., as nominee for DTC.\nInterests in any permanent global securities will be held only in book-entry\nform through DTC, except in the limited circumstances described in the\nProspectus. Payment for the Offered Securities shall be made by the Underwriters\n(if the Terms Agreement specifies that the Offered Securities will not trade in\nDTC's Same Day Funds Settlement System) by certified or official bank check or\nchecks in New York Clearing House (next day) funds or (if the Terms Agreement\nspecifies that the Offered Securities will trade in DTC's Same Day Funds\nSettlement System) in Federal (same day) immediately available funds by official\ncheck or checks or wire transfer to an account in New York previously designated\nto the Lead Underwriter by the Company at a bank acceptable to the Lead\nUnderwriter, in each case drawn to the order of the Company at the place of\npayment specified in the Terms Agreement on the Closing Date, against delivery\nto the Trustee as custodian for DTC of the Global Securities representing all of\nthe Offered Securities.\n\n                                      -5-\n \n     4. Certain Agreements of the Company. The Company agrees with the several\nUnderwriters that it has or will furnish to counsel for the Underwriters, one\nsigned copy of the registration statement relating to the Registered Securities,\nincluding all exhibits, in the form it became effective and of all amendments\nthereto and that, in connection with each offering of Offered Securities:\n\n\n                      (a) The Company will file the Prospectus with the\n                Commission pursuant to and in accordance with Rule 424(b)(2)\n                (or, if applicable and if consented to by the Lead Underwriter,\n                subparagraph (5)) not later than the second business day\n                following the execution and delivery of the Terms Agreement.\n\n                      (b) The Company will advise the Lead Underwriter promptly\n                of any proposal to amend or supplement the Registration\n                Statement or the Prospectus and will afford the Lead Underwriter\n                a reasonable opportunity to comment on any such proposed\n                amendment or supplement; and the Company will also advise the\n                Lead Underwriter promptly of the filing of any such amendment or\n                supplement and of the institution by the Commission of any stop\n                order proceedings in respect of the Registration Statement or of\n                any part thereof and will use its best efforts to prevent the\n                issuance of any such stop order and to obtain as soon as\n                possible its lifting, if issued.\n\n                      (c) If, at any time when a prospectus relating to the\n                Offered Securities is required to be delivered under the Act in\n                connection with sales by any Underwriter or dealer, any event\n                occurs as a result of which the Prospectus as then amended or\n                supplemented would include an untrue statement of a material\n                fact or omit to state any material fact necessary to make the\n                statements therein, in the light of the circumstances under\n                which they were made, not misleading, or if it is necessary at\n                any time to amend the Prospectus to comply with the Act, the\n                Company promptly will notify the Lead Underwriter of such event\n                and will promptly prepare and file with the Commission, at its\n                own expense, an amendment or supplement which will correct such\n                statement or omission or an amendment which will effect such\n                compliance. Neither the Lead Underwriter's consent to, nor the\n                Underwriters' delivery of, any such amendment or supplement\n                shall constitute a waiver of any of the conditions set forth in\n                Section 5.\n\n                      (d) As soon as practicable, but not later than 16 months,\n                after the date of each Terms Agreement, the Company will make\n                generally available to its security holders an earnings\n                statement covering a period of at least 12 months beginning\n                after the later of (i) the effective date of the registration\n                statement relating to the Registered Securities, (ii) the\n                effective date of the most recent post-effective amendment to\n                the Registration Statement to become effective prior to the date\n                of such Terms Agreement and (iii) the date of the Company's most\n                recent Annual Report on Form 10-K filed with the Commission\n                prior to the date of such Terms Agreement, which will satisfy\n                the provisions of Section 11(a) of the Act.\n\n                      (e) The Company will furnish to the Representatives copies\n                of the Registration Statement, including all exhibits, any\n                related preliminary prospectus, any related preliminary\n                prospectus supplement, the Prospectus and all amendments and\n                supplements to such documents, in each case as soon as available\n                and in such quantities as the Lead Underwriter reasonably\n                requests. The Company will pay the expenses of printing and\n                distributing to the Underwriters all such documents.\n\n                      (f) The Company will arrange for the qualification of the\n                Offered Securities for sale and the determination of their\n                eligibility for investment under the laws of such jurisdictions\n                as the Lead Underwriter designates and will continue such\n                qualifications\n\n                                      -6-\n \n                in effect so long as required for the distribution; provided\n                that in connection therewith the Company shall not be required\n                to qualify as a foreign corporation or file a general consent to\n                service of process in any jurisdiction.\n\n                      (g) During the period of five years after the date of any\n                Terms Agreement, the Company will furnish to the Representatives\n                and, upon request, to each of the other Underwriters, if any, as\n                soon as practicable after the end of each fiscal year, a copy of\n                its annual report to stockholders for such year; and the Company\n                will furnish to the Representatives (i) as soon as available, a\n                copy of each report and any definitive proxy statement of the\n                Company filed with the Commission under the Securities Exchange\n                Act of 1934 or mailed to stockholders, and (ii) from time to\n                time, such other information concerning the Company as the Lead\n                Underwriter may reasonably request.\n\n                     (h) The Company will pay all expenses incident to the\n                performance of its obligations under the Terms Agreement\n                (including the provisions of this Agreement), for any filing\n                fees or other expenses (including fees and disbursements of\n                counsel) in connection with qualification of the Offered\n                Securities for sale and determination of their eligibility for\n                investment under the laws of such jurisdictions as the Lead\n                Underwriter may designate and the printing of memoranda relating\n                thereto, for any fees charged by investment rating agencies for\n                the rating of the Offered Securities, for any applicable filing\n                fee incident to, and the reasonable fees and disbursements of\n                counsel for the Underwriters in connection with, the review by\n                the National Association of Securities Dealers, Inc. of the\n                Offered Securities, for any travel expenses of the Company's\n                officers and employees and any other expenses of the Company in\n                connection with attending or hosting meetings with prospective\n                purchasers of Offered Securities and for expenses incurred in\n                distributing the Prospectus, any preliminary prospectuses, any\n                preliminary prospectus supplements or any other amendments or\n                supplements to the Prospectus to the Underwriters.\n\n                     (i) The Company will not offer, sell, contract to sell,\n                pledge or otherwise dispose of, directly or indirectly, or file\n                with the Commission a registration statement under the Act\n                relating to United States dollar-denominated debt securities\n                issued or guaranteed by the Company and having a maturity of\n                more than one year from the date of issue, or publicly disclose\n                the intention to make any such offer, sale, pledge, disposition\n                or filing, without the prior written consent of the Lead\n                Underwriter for a period beginning at the time of execution of\n                the Terms Agreement and ending the number of days after the\n                Closing Date specified under 'Blackout' in the Terms Agreement.\n\n       5.  Conditions of the Obligations of the Underwriters. The obligations\nof the several Underwriters to purchase and pay for the Offered Securities will\nbe subject to the accuracy of the representations and warranties on the part of\nthe Company herein, to the accuracy of the statements of Company officers made\npursuant to the provisions hereof, to the performance by the Company of its\nobligations hereunder and to the following additional conditions precedent:\n\n\n            (a) On or prior to the date of the Terms Agreement, the\n                Representatives shall have received a letter, dated the date of\n                delivery thereof, of PricewaterhouseCoopers LLP confirming that\n                they are independent public accountants within the meaning of\n                the Act and the applicable published Rules and Regulations\n                thereunder and stating to the effect that:\n\n                                      -7-\n \n            (i) in their opinion the financial statements and any schedules\n     examined by them and included in the Prospectus comply as to form in all\n     material respects with the applicable accounting requirements of the Act\n     and the related published Rules and Regulations;\n\n           (ii) they have performed the procedures specified by the American\n     Institute of Certified Public Accountants for a review of interim financial\n     information as described in Statement of Auditing Standards No. 71, Interim\n     Financial Information, on any unaudited financial statements included in\n     the Registration Statement;\n\n          (iii) on the basis of the review referred to in clause (ii) above, a\n     reading of the latest available interim financial statements of the\n     Company, inquiries of officials of the Company who have responsibility for\n     financial and accounting matters and other specified procedures, nothing\n     came to their attention that caused them to believe that:\n\n                    (A) the unaudited financial statements, if any, and any\n               summary of earnings included in the Prospectus do not comply as\n               to form in all material respects with the applicable accounting\n               requirements of the Act and the related published Rules and\n               Regulations or any material modifications should be made to such\n               unaudited financial statements and summary of earnings for them\n               to be in conformity with generally accepted accounting\n               principles;\n\n                    (B) if any unaudited 'capsule' information is contained in\n               the Prospectus, the unaudited consolidated net sales, net\n               operating income, net income and net income per share amounts or\n               other amounts constituting such 'capsule' information and\n               described in such letter do not agree with the corresponding\n               amounts set forth in the unaudited consolidated financial\n               statements or were not determined on a basis substantially\n               consistent with that of the corresponding amounts in the audited\n               statements of income;\n\n                    (C) at the date of the latest available balance sheet read\n               by such accountants, or at a subsequent specified date not more\n               than three business days prior to the date of the Terms\n               Agreement, there was any change in the capital stock or any\n               increase in borrowings of the Company and its consolidated\n               subsidiaries, as compared with amounts shown on the latest\n               balance sheet included in the Prospectus; or\n\n                    (D) for the period from the closing date of the latest\n               income statement included in the Prospectus to the closing date\n               of the latest available income statement read by such accountants\n               there were any decreases, as compared with the corresponding\n               period of the previous year, in consolidated net sales, net\n               operating income, per share amounts of consolidated income before\n               extraordinary items or net income or in the ratio of earnings to\n               fixed charges;\n\n          except in all cases set forth in clauses (C) and (D) above for\n          changes, increases or decreases which the Prospectus discloses have\n          occurred or may occur or which are described in such letter; and\n\n               (iv) they have compared specified dollar amounts (or percentages\n          derived from such dollar amounts) and other financial information\n          contained in the Prospectus (in each case to the extent that such\n          dollar amounts, percentages and other financial information are\n          derived from the general accounting records of the Company and its\n          subsidiaries subject to \n\n                                      -8-\n \n          the internal controls of the Company's accounting system or are\n          derived directly from such records by analysis or computation) with\n          the results obtained from inquiries, a reading of such general\n          accounting records and other procedures specified in such letter and\n          have found such dollar amounts, percentages and other financial\n          information to be in agreement with such results, except as otherwise\n          specified in such letter.\n\n     All financial statements and schedules included in material incorporated by\n     reference into the Prospectus shall be deemed included in the Prospectus\n     for purposes of this subsection.\n\n                (b) The Prospectus shall have been filed with the Commission in\n          accordance with the Rules and Regulations and Section 4(a) of this\n          Agreement. No stop order suspending the effectiveness of the\n          Registration Statement or of any part thereof shall have been issued\n          and no proceedings for that purpose shall have been instituted or, to\n          the knowledge of the Company or any Underwriter, shall be contemplated\n          by the Commission.\n\n                (c) Subsequent to the execution of the Terms Agreement, there\n          shall not have occurred (i) any change, or any development or event\n          involving a prospective change, in the condition (financial or other),\n          business, properties or results of operations of the Company and its\n          subsidiaries, taken as a whole, which, in the judgment of a majority\n          in interest of the Underwriters including any Representatives, is\n          material and adverse and makes it impractical or inadvisable to\n          proceed with completion of the public offering or the sale of and\n          payment for the Offered Securities; (ii) any downgrading in the rating\n          of any debt securities of the Company by any 'nationally recognized\n          statistical rating organization' (as defined for purposes of Rule\n          436(g) under the Act), or any public announcement that any such\n          organization has under surveillance or review its rating of any debt\n          securities of the Company (other than an announcement with positive\n          implications of a possible upgrading, and no implication of a possible\n          downgrading, of such rating); (iii) any suspension or material\n          limitation of trading in securities generally on the New York Stock\n          Exchange, or any setting of minimum prices for trading on such\n          exchange, or any suspension of trading of any securities of the\n          Company on any exchange or in the over-the-counter market; (iv) any\n          banking moratorium declared by U.S. Federal or New York authorities;\n          or (v) any outbreak or escalation of major hostilities in which the\n          United States is involved, any declaration of war by Congress or any\n          other substantial national or international calamity or emergency if,\n          in the judgment of a majority in interest of the Underwriters\n          including any Representatives, the effect of any such outbreak,\n          escalation, declaration, calamity or emergency makes it impractical or\n          inadvisable to proceed with completion of the public offering or the\n          sale of and payment for the Offered Securities.\n\n                (d) The Representatives shall have received an opinion, dated\n          the Closing Date, of Irell &amp; Manella LLP, counsel for the Company, to\n          the effect that:\n\n            (i) the Company is in good standing under the laws of the\n          jurisdiction of its incorporation, has been duly incorporated, is\n          validly existing as a corporation with corporate power and authority\n          to own its property and to conduct its business as described in the\n          Prospectus and is duly qualified to transact business and is in good\n          standing in the State of California;\n\n           (ii) the Terms Agreement (including the provisions of this Agreement)\n          has been duly authorized, executed and delivered by the Company;\n\n                                      -9-\n \n          (iii) the Indenture has been duly qualified under the Trust Indenture\n     Act and has been duly authorized, executed and delivered by the Company\n     and, assuming the due authorization, execution and delivery by the Trustee,\n     is a valid and binding agreement of the Company, enforceable in accordance\n     with its terms except as (i) the enforceability thereof may be limited by\n     bankruptcy, insolvency or similar laws affecting creditors' rights\n     generally and (ii) rights of acceleration and the availability of equitable\n     remedies may be limited by equitable principles of general applicability;\n\n           (iv) the Offered Securities have been duly authorized; the Offered\n     Securities (other than any Contract Securities) have been executed and,\n     assuming they have been duly authenticated by a duly authorized officer of\n     the Trustee, delivered by the Company; the Offered Securities constitute,\n     and any Contract Securities, when executed, authenticated, issued and\n     delivered in the manner provided in the Indenture and sold pursuant to\n     Delayed Delivery Contracts, will constitute, valid and binding obligations\n     of the Company, enforceable in accordance with their respective terms\n     except as (i) the enforceability thereof may be limited by bankruptcy,\n     insolvency or similar laws affecting creditors' rights generally and (ii)\n     rights of acceleration and the availability of equitable remedies may be\n     limited by equitable principles of general applicability;\n\n            (v) the execution and delivery by the Company of the Terms\n     Agreement, the Offered Securities and the Indenture, and the performance by\n     the Company of its obligations under the Terms Agreement (including the\n     provisions of this Agreement), the Offered Securities and the Indenture\n     will not contravene any provision of applicable law that such counsel has,\n     in the exercise of customary professional diligence, recognized as\n     applicable to the Company or any of its subsidiaries or to transactions of\n     the type contemplated by the Terms Agreement (including the provisions of\n     this Agreement), or the certificate of incorporation or by-laws of the\n     Company or, to the best of such counsel's knowledge, any agreement or other\n     instrument binding upon the Company or any of its subsidiaries that is\n     material to the Company and its subsidiaries taken as a whole, or, to the\n     best of such counsel's knowledge, any judgment, order or decree of any\n     governmental body, agency or court having jurisdiction over the Company or\n     any subsidiary, and no consent, approval, authorization or order of, or\n     qualification with, any governmental body or agency is required for the\n     performance by the Company of its obligations under the Terms Agreement\n     (including the provisions of this Agreement), the Offered Securities and\n     the Indenture, except such as may be required by the securities or Blue Sky\n     laws of the various states in connection with the offer and sale of the\n     Offered Securities;\n\n            (vi) to the best of such counsel's knowledge, neither the Company\n     nor any of its subsidiaries has received any notice of infringement of or\n     conflict with asserted rights of others with respect to any intellectual\n     property rights employed by them in connection with the business operated\n     by the Company or its subsidiaries which, singly or in the aggregate, if\n     the subject of an unfavorable decision, ruling or finding, would result in\n     any material adverse change, or notice of any other development with\n     respect to the foregoing involving a prospective material adverse change,\n     in the condition, financial or otherwise, or in the earnings, business\n     affairs or business prospects of the Company and its subsidiaries, taken as\n     a whole, except as may be disclosed in writing by the Company to, and\n     accepted for exclusion by, the Representatives;\n\n           (vii)  the statements (1) in the Prospectus, as then amended or\n      supplemented, under the captions 'Description of Debt Securities' and\n      'Description of Securities' and (2) in the Registration Statement under\n      Item 15, in each case insofar as such statements constitute summaries of\n      the legal matters, documents or proceedings referred to therein, \n\n                                      -10-\n \n      fairly present, in all material respects, the information called for with\n      respect to such legal matters, documents and proceedings and fairly\n      summarize, in all material respects, the matters referred to therein;\n\n          (viii)  to the best of such counsel's knowledge, there are no legal or\n      governmental proceedings pending or threatened to which the Company or any\n      of its subsidiaries is a party or to which any of the properties of the\n      Company or any of its subsidiaries is subject or any developments in such\n      proceedings that are required to be described or incorporated therein by\n      reference, in the Registration Statement or the Prospectus, as then\n      amended or supplemented, and are not so described or incorporated therein\n      by reference, or of any statutes, regulations, contracts or other\n      documents that are required to be described in the Registration Statement\n      or the Prospectus, as then amended or supplemented, or to be filed or\n      incorporated by reference as exhibits to such Registration Statement that\n      are not so described or filed or incorporated as required;\n\n           (ix) the Company is not an 'investment company' or an entity\n      'controlled' by an 'investment company,' as such terms are defined in the\n      Investment Company Act of 1940, as amended;\n\n           (x) the Registration Statement has become effective under the Act;\n      the Prospectus, as then amended or supplemented, has been filed as\n      required hereunder; and to the best knowledge of such counsel no stop\n      order suspending the effectiveness of the Registration Statement has been\n      issued and no proceeding for that purpose has been instituted or\n      threatened by the Commission;\n\n           (xi) such counsel (1) is of the opinion that each document, if any,\n      filed pursuant to the Exchange Act and incorporated by reference in the\n      Registration Statement and the Prospectus, as then amended or supplemented\n      (except for financial statements, schedules and other financial data\n      included therein as to which such counsel need not express any opinion),\n      complied when so filed as to form in all material respects with the\n      Exchange Act and the applicable rules and regulations of the Commission\n      thereunder, and (2) is of the opinion that the Registration Statement and\n      the Prospectus, as then amended or supplemented (excepted for financial\n      statements, schedules and other financial data included therein as to\n      which such counsel need not express any opinion), comply as to form in all\n      material respects with the Act, the rules and regulations of the\n      Commission thereunder and the Trust Indenture Act; and\n\n          (xii) no facts have come to the attention of such counsel that would\n      lead such counsel to believe that (1) (except for financial statements,\n      schedules and other financial data as to which such counsel need not\n      express any belief and except for that part of the Registration Statement\n      that constitutes the Form T-1) each part of the Registration Statement, as\n      then amended, if applicable, when such part became effective contained any\n      untrue statement of a material fact or omitted to state a material fact\n      required to be stated therein or necessary to make the statements therein\n      not misleading, and (2) (except for financial statements, schedules and\n      other financial data as to which such counsel need not express any belief)\n      the Prospectus, as then amended or supplemented, if applicable, as of the\n      date such opinion is delivered contains any untrue statement of a material\n      fact or omits to state a material fact necessary in order to make the\n      statements therein, in the light of the circumstances under which they\n      were made, not misleading.\n\n                                      -11-\n \n          With respect to subparagraph (xii) above, Irell &amp; Manella LLP may\nstate that their opinion and belief are based upon their participation in\nconferences in connection with the preparation of the Registration Statement and\nProspectus and any amendments or supplements thereto and documents incorporated\ntherein by reference and review and discussion of the contents thereof, but are\nwithout independent check or verification, except as specified.\n\n            (e) The Representatives shall have received an opinion, dated the\n       Closing Date, of the general counsel or the associate general counsel of\n       the Company, to the effect that:\n\n           (i) the Company is duly qualified to transact business and is in good\n     standing in each jurisdiction in which the conduct of its business or its\n     ownership or leasing of property requires such qualification, except to the\n     extent that the failure to be so qualified or be in good standing would not\n     have a material adverse effect on the Company and its subsidiaries taken as\n     a whole;\n\n          (ii) based upon opinions, oral or written, of foreign counsel, or of\n     certificates of governmental officials, each of the subsidiaries of the\n     Company meeting the definition of 'Significant Subsidiary' under Regulation\n     S-X of the Commission has been duly incorporated, is validly existing as a\n     corporation in good standing under the laws of the jurisdiction of its\n     incorporation, has the corporate power and authority to own its property\n     and to conduct its business as described in the Prospectus, as then amended\n     or supplemented, and is duly qualified to transact business and is in good\n     standing in each jurisdiction in which the conduct of its business or its\n     ownership or leasing of property requires such qualification, except to the\n     extent that the failure to be so qualified or be in good standing would not\n     have a material adverse effect on such subsidiary;\n\n        (iii) the execution and delivery by the Company of, and the performance\n     by the Company of its obligations under, the Terms Agreement (including the\n     provisions of this Agreement), the Offered Securities and the Indenture\n     will not contravene any agreement or other instrument binding upon the\n     Company or any of its subsidiaries that is material, individually or in the\n     aggregate, to the Company and its subsidiaries, taken as a whole, or any\n     judgment, order or decree of any governmental body, agency or court having\n     jurisdiction over the Company or any subsidiary, and no consent, approval,\n     authorization or order of or qualification with any governmental body or\n     agency is required for the performance by the Company of its obligations\n     under the Terms Agreement (including the provisions of this Agreement), the\n     Offered Securities and the Indenture, except such as may be required by the\n     securities or Blue Sky laws of the various states in connection with the\n     offer and sale of the Offered Securities;\n\n         (iv) the Company and its subsidiaries own or possess the intellectual\n     property rights employed by them in connection with the business operated\n     by them, except to the extent that the failure to own or possess the\n     intellectual property would not have a material adverse effect on the\n     Company and its subsidiaries taken as a whole, and neither the Company and\n     its subsidiaries has received any notice of infringement of or conflict\n     with asserted rights of others with respect to any of the foregoing which,\n     singly or in the aggregate, if the subject of an unfavorable decision,\n     ruling or finding would result in any material adverse change, or notice of\n     any other development with respect to the foregoing involving a prospective\n     material adverse change, in the condition, financial or otherwise, or in\n     the earnings, business affairs or business prospects of the Company and its\n     subsidiaries,\n\n                                      -12-\n \n     taken as a whole, except as may be disclosed in writing by the Company to,\n     and accepted for exclusion by, the Representatives;\n\n          (v) there are no legal or governmental proceedings pending or\n     threatened to the Company to which the Company or any of its subsidiaries\n     is a party or to which any of the properties of the Company or any of its\n     subsidiaries is subject or any development in such proceedings that are\n     required to be described in the Registration Statement or the Prospectus,\n     as then amended or supplemented, and are not so described, or of any\n     statutes, regulations, contracts or other documents that are required to be\n     described in the Registration Statement or the Prospectus, as then amended\n     or supplemented, or to be filed or incorporated by reference as exhibits to\n     such Registration Statement that are not so described or filed or\n     incorporated as required;\n\n         (vi) such counsel (1) is of the opinion that each document, if any,\n     filed pursuant to the Exchange Act and incorporated by reference in the\n     Registration Statement and the Prospectus, as then amended or supplemented\n     (except for financial statements, schedules and other financial data as to\n     which such counsel need not express any opinion) complied when so filed as\n     to form in all material respects with the Exchange Act and the applicable\n     rules and regulations of the Commission thereunder, and (2) is of the\n     opinion that the Registration Statement and the Prospectus, as then amended\n     or supplemented (expect for financial statements, schedules and other\n     financial data included therein as to which such counsel need not express\n     any opinion), comply as to form in all material respects with the Act, the\n     rules and regulations of the Commission thereunder and the Trust Indenture\n     Act; and\n\n        (vii) no facts have come to the attention of such counsel that would\n     lead such counsel to believe that (1) (except for financial statements,\n     schedules and other financial data as to which such counsel need not\n     express any belief and except for that part of the Registration Statement\n     that constitutes the Form T-1 heretofore referred to) each part of the\n     Registration Statement, as then amended, if applicable, when such part\n     became effective did not and, as of the date such opinion is delivered,\n     does not contain any untrue statement of a material fact or omit to state a\n     material fact required to be stated therein or necessary to make the\n     statements therein not misleading, and (2) (except for financial\n     statements, schedules and other financial data as to which such counsel\n     need not express any belief) the Prospectus, as then amended or\n     supplemented, if applicable, as of the date such opinion is delivered\n     contains any untrue statement of a material fact or omits to state a\n     material fact necessary in order to make the statements therein, in light\n     of the circumstances under which they were made, not misleading.\n\n          (f) The Representatives shall have received from O'Melveny &amp; Myers\n     LLP, counsel for the Underwriters, such opinion or opinions, dated the\n     Closing Date, with respect to the incorporation of the Company, the\n     validity of the Offered Securities, the Registration Statement, the\n     Prospectus and other related matters as the Representatives may require,\n     and the Company shall have furnished to such counsel such documents as they\n     request for the purpose of enabling them to pass upon such matters.\n\n          (g) The Representatives shall have received a certificate, dated the\n     Closing Date, of the President or any Vice President and a principal\n     financial or accounting officer of the Company in which such officers, to\n     the best of their knowledge after reasonable investigation, shall state\n     that the representations and warranties of the Company in this Agreement\n     are true and correct, that the Company has complied with all agreements and\n     satisfied all conditions on its part to be performed or satisfied \n\n                                      -13-\n \n     hereunder at or prior to the Closing Date, that no stop order suspending\n     the effectiveness of the Registration Statement or of any part thereof has\n     been issued and no proceedings for that purpose have been instituted or are\n     contemplated by the Commission and that, subsequent to the date of the most\n     recent financial statements in the Prospectus, there has been no material\n     adverse change, nor any development or event involving a prospective\n     material adverse change, in the condition (financial or other), business,\n     properties or results of operations of the Company and its subsidiaries\n     taken as a whole except as set forth in or contemplated by the Prospectus\n     or as described in such certificate.\n\n            (h) The Representatives shall have received a letter, dated the\n     Closing Date, of PricewaterhouseCoopers, LLP which meets the requirements\n     of subsection (a) of this Section, except that the specified date referred\n     to in such subsection will be a date not more than three business days\n     prior to the Closing Date for the purposes of this subsection.\n\n  The Company will furnish the Representatives with such conformed copies of\nsuch opinions, certificates, letters and documents as the Representatives\nreasonably request.  The Lead Underwriter may in its sole discretion waive on\nbehalf of the Underwriters compliance with any conditions to the obligations of\nthe Underwriters under this Agreement and the Terms Agreement.\n\n   6.  Indemnification and Contribution.  (a)  The Company will indemnify and\nhold harmless each Underwriter against any losses, claims, damages or\nliabilities, joint or several, to which such Underwriter may become subject,\nunder the Act or otherwise, insofar as such losses, claims, damages or\nliabilities (or actions in respect thereof) arise out of or are based upon any\nuntrue statement or alleged untrue statement of any material fact contained in\nthe Registration Statement, the Prospectus, or any amendment or supplement\nthereto, or any related preliminary prospectus or preliminary prospectus\nsupplement, or arise out of or are based upon the omission or alleged omission\nto state therein a material fact required to be stated therein or necessary to\nmake the statements therein not misleading, and will reimburse each Underwriter\nfor any legal or other expenses reasonably incurred by such Underwriter in\nconnection with investigating or defending any such loss, claim, damage,\nliability or action as such expenses are incurred; provided, however, that the\nCompany will not be liable in any such case to the extent that any such loss,\nclaim, damage or liability arises out of or is based upon an untrue statement or\nalleged untrue statement in or omission or alleged omission from any of such\ndocuments in reliance upon and in conformity with written information furnished\nto the Company by any Underwriter through the Representatives, if any,\nspecifically for use therein, it being understood and agreed that the only such\ninformation furnished by any Underwriter consists of the information described\nas such in the Terms Agreement; and, provided, further, that with respect to any\nuntrue statement or alleged untrue statement in or omission or alleged omission\nfrom any preliminary prospectus the indemnity agreement contained in this\nsubsection (a) shall not inure to the benefit of any Underwriter from whom the\nperson asserting any such losses, claims, damages or liabilities purchased the\nOffered Securities concerned, to the extent that a prospectus relating to such\nOffered Securities was required to be delivered by such Underwriter under the\nAct in connection with such purchase and any such loss, claim, damage or\nliability of such Underwriter results from the fact that there was not sent or\ngiven to such person, at or prior to the written confirmation of the sale of\nsuch Offered Securities to such person, a copy of the P rospectus (exclusive of\nmaterial incorporated by reference) if the Company had previously furnished\ncopies thereof to such Underwriter.\n\n   (b) Each Underwriter will severally and not jointly indemnify and hold\nharmless the Company against any losses, claims, damages or liabilities to which\nthe Company may become subject, under the Act or otherwise, insofar as such\nlosses, claims, damages or liabilities (or actions in respect thereof) arise out\nof or are based upon any untrue statement or alleged untrue statement of any\nmaterial fact contained in the Registration Statement, the Prospectus, or any\namendment or supplement thereto, or any related preliminary\n\n                                      -14-\n \nprospectus or preliminary prospectus supplement, or arise out of or are based\nupon the omission or the alleged omission to state therein a material fact\nrequired to be stated therein or necessary to make the statements therein not\nmisleading, in each case to the extent, but only to the extent, that such untrue\nstatement or alleged untrue statement or omission or alleged omission was made\nin reliance upon and in conformity with written information furnished to the\nCompany by such Underwriter through the Representatives, if any, specifically\nfor use therein, and will reimburse any legal or other expenses reasonably\nincurred by the Company in connection with investigating or defending any such\nloss, claim, damage, liability or action as such expenses are incurred, it being\nunderstood and agreed that the only such information furnished by any\nUnderwriter consists of the information described as such in the Terms\nAgreement.\n\n        (c) Promptly after receipt by an indemnified party under this Section of\nnotice of the commencement of any action, such indemnified party will, if a\nclaim in respect thereof is to be made against the indemnifying party under\nsubsection (a) or (b) above, notify the indemnifying party of the commencement\nthereof; but the omission so to notify the indemnifying party will not relieve\nit from any liability which it may have to any indemnified party otherwise than\nunder subsection (a) or (b) above. In case any such action is brought against\nany indemnified party and it notifies the indemnifying party of the commencement\nthereof, the indemnifying party will be entitled to participate therein and, to\nthe extent that it may wish, jointly with any other indemnifying party similarly\nnotified, to assume the defense thereof, with counsel satisfactory to such\nindemnified party (who shall not, except with the consent of the indemnified\nparty, be counsel to the indemnifying party), and after notice from the\nindemnifying party to such indemnified party of its election so to assume the\ndefense thereof, the indemnifying party will not be liable to such indemnified\nparty under this Section for any legal or other expenses subsequently incurred\nby such indemnified party in connection with the defense thereof other than\nreasonable costs of investigation. No indemnifying party shall, without the\nprior written consent of the indemnified party, effect any settlement of any\npending or threatened action in respect of which any indemnified party is or\ncould have been a party and indemnity could have been sought hereunder by such\nindemnified party unless such settlement includes an unconditional release of\nsuch indemnified party from all liability on any claims that are the subject\nmatter of such action.\n\n        (d) If the indemnification provided for in this Section is unavailable\nor insufficient to hold harmless an indemnified party under subsection (a) or\n(b) above, then each indemnifying party shall contribute to the amount paid or\npayable by such indemnified party as a result of the losses, claims, damages or\nliabilities referred to in subsection (a) or (b) above (i) in such proportion as\nis appropriate to reflect the relative benefits received by the Company on the\none hand and the Underwriters on the other from the offering of the Offered\nSecurities or (ii) if the allocation provided by clause (i) above is not\npermitted by applicable law, in such proportion as is appropriate to reflect not\nonly the relative benefits referred to in clause (i) above but also the relative\nfault of the Company on the one hand and the Underwriters on the other in\nconnection with the statements or omissions which resulted in such losses,\nclaims, damages or liabilities as well as any other relevant equitable\nconsiderations. The relative benefits received by the Company on the one hand\nand the Underwriters on the other shall be deemed to be in the same proportion\nas the total net proceeds from the offering (before deducting expenses) received\nby the Company bear to the total underwriting discounts and commissions received\nby the Underwriters. The relative fault shall be determined by reference to,\namong other things, whether the untrue or alleged untrue statement of a material\nfact or the omission or alleged omission to state a material fact relates to\ninformation supplied by the Company or the Underwriters and the parties'\nrelative intent, knowledge, access to information and opportunity to correct or\nprevent such untrue statement or omission. The amount paid by an indemnified\nparty as a result of the losses, claims, damages or liabilities referred to in\nthe first sentence of this subsection (d) shall be deemed to include any legal\nor other expenses reasonably incurred by such indemnified party in connection\nwith investigating or defending any action or claim which is the subject of this\nsubsection (d). Notwithstanding the provisions of this subsection (d), no\nUnderwriter shall be required to contribute any amount in excess of the amount\nby which the total price at which the Offered Securities underwritten by it and\ndistributed to the public were offered to the public exceeds the amount of any\ndamages which such Underwriter has otherwise been required to pay by reason of\nsuch untrue or alleged untrue statement or omission or alleged omission. No\nperson guilty \n\n                                      -15-\n \nof fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)\nshall be entitled to contribution from any person who was not guilty of such\nfraudulent misrepresentation. The Underwriters' obligations in this subsection\n(d) to contribute are several in proportion to their respective underwriting\nobligations and not joint.\n\n      (e) The obligations of the Company under this Section shall be in addition\nto any liability which the Company may otherwise have and shall extend, upon the\nsame terms and conditions, to each person, if any, who controls any Underwriter\nwithin the meaning of the Act; and the obligations of the Underwriters under\nthis Section shall be in addition to any liability which the respective\nUnderwriters may otherwise have and shall extend, upon the same terms and\nconditions, to each director of the Company, to each officer of the Company who\nhas signed the Registration Statement and to each person, if any, who controls\nthe Company within the meaning of the Act.\n\n       7. Default of Underwriters. If any Underwriter or Underwriters default in\ntheir obligations to purchase Offered Securities under the Terms Agreement and\nthe aggregate principal amount of Offered Securities that such defaulting\nUnderwriter or Underwriters agreed but failed to purchase does not exceed 10% of\nthe total principal amount of Offered Securities, the Lead Underwriter may make\narrangements satisfactory to the Company for the purchase of such Offered\nSecurities by other persons, including any of the Underwriters, but if no such\narrangements are made by the Closing Date, the non-defaulting Underwriters shall\nbe obligated severally, in proportion to their respective commitments under the\nTerms Agreement (including the provisions of this Agreement), to purchase the\nOffered Securities that such defaulting Underwriters agreed but failed to\npurchase. If any Underwriter or Underwriters so default and the aggregate\nprincipal amount of Offered Securities with respect to which such default or\ndefaults occur exceeds 10% of the total principal amount of Offered Securities\nand arrangements satisfactory to the Lead Underwriter and the Company for the\npurchase of such Offered Securities by other persons are not made within 36\nhours after such default, the Terms Agreement will terminate without liability\non the part of any non-defaulting Underwriter or the Company, except as provided\nin Section 8. As used in this Agreement, the term 'Underwriter' includes any\nperson substituted for an Underwriter under this Section. Nothing herein will\nrelieve a defaulting Underwriter from liability for its default. The respective\ncommitments of the several Underwriters for the purposes of this Section shall\nbe determined without regard to reduction in the respective Underwriters'\nobligations to purchase the principal amounts of the Offered Securities set\nforth opposite their names in the Terms Agreement as a result of Delayed\nDelivery Contracts entered into by the Company.\n\n       8. Survival of Certain Representations and Obligations.  The respective\nindemnities, agreements, representations, warranties and other statements of the\nCompany or its officers and of the several Underwriters set forth in or made\npursuant to the Terms Agreement (including the provisions of this Agreement)\nwill remain in full force and effect, regardless of any investigation, or\nstatement as to the results thereof, made by or on behalf of any Underwriter,\nthe Company or any of their respective representatives, officers or directors or\nany controlling person, and will survive delivery of and payment for the Offered\nSecurities. If the Terms Agreement is terminated pursuant to Section 7 or if for\nany reason the purchase of the Offered Securities by the Underwriters is not\nconsummated, the Company shall remain responsible for the expenses to be paid or\nreimbursed by it pursuant to Section 4 and the respective obligations of the\nCompany and the Underwriters pursuant to Section 6 shall remain in effect. If\nthe purchase of the Offered Securities by the Underwriters is not consummated\nfor any reason other than solely because of the termination of the Terms\nAgreement pursuant to Section 7 or the occurrence of any event specified in\nclause (iii), (iv) or (v) of Section 5(c), the Company will reimburse the\nUnderwriters for all out-of-pocket expenses (including fees and disbursements of\ncounsel) reasonably incurred by them in connection with the offering of the\nOffered Securities.\n\n        9. Notices. All communications hereunder will be in writing and, if sent\nto the Underwriters, will be mailed, delivered or telegraphed and confirmed to\nthem at their address furnished to the Company in writing for the purpose of\ncommunications hereunder or, if sent to the Company, will be mailed, delivered\nor\n\n                                      -16-\n \ntelegraphed and confirmed to it at 333 Continental Boulevard, El Segundo,\nCalifornia 90245-5012 , Attention:  William Stavro, Senior Vice President &amp; Treasurer.                                \n\n    10.  Successors. The Terms Agreement (including the provisions of this\nAgreement) will inure to the benefit of and be binding upon the Company and such\nUnderwriters as are identified in the Terms Agreement and their respective\nsuccessors and the officers and directors and controlling persons referred to in\nSection 6, and no other person will have any right or obligation hereunder.\n\n    11.  Representation of Underwriters.  Any Representatives will act for the\nseveral Underwriters in connection with the financing described in the Terms\nAgreement, and any action under such Terms Agreement (including the provisions\nof this Agreement) taken by the Representatives jointly or by the Lead\nUnderwriter will be binding upon all the Underwriters.\n\n    12.  Counterparts.  The Terms Agreement may be executed in any number of\ncounterparts, each of which shall be deemed to be an original, but all such\ncounterparts shall together constitute one and the same agreement.\n\n    13. APPLICABLE LAW. THIS AGREEMENT AND THE TERMS AGREEMENT SHALL BE GOVERNED\nBY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT\nREGARD TO PRINCIPLES OF CONFLICTS OF LAWS.\n\n     The Company hereby submits to the non-exclusive jurisdiction of the Federal\nand state courts in the Borough of Manhattan in The City of New York in any suit\nor proceeding arising out of or relating to the Terms Agreement (including the\nprovisions of this Agreement) or the transactions contemplated thereby.\n\n                                      -17-\n \n\n                                                                         ANNEX I\n\n \n       (Three copies of this Delayed Delivery Contract should be signed and \n         returned to the address shown below so as to arrive not later \n          than 9:00 A.M., New York time, on ........  ...., 19...\/(1)\/)\n\n \n                           DELAYED DELIVERY CONTRACT\n                           -------------------------\n\n                                      [Insert date of initial public offering]\n\n\n\nMATTEL, INC.\n c\/o Credit Suisse First Boston Corporation\n     Eleven Madison Avenue\n     New York, N.Y. 10010-3629\n     Attention: Investment Banking Department - Transactions Advisory Group\n\nGentlemen:\n\n  The undersigned hereby agrees to purchase from Mattel, Inc., a Delaware\ncorporation ('Company'), and the Company agrees to sell to the undersigned, [If\none delayed closing, insert--as of the date hereof, for delivery on\n, 19   ('Delivery Date'),]\n\n                              [$]..............[shares]\n\nprincipal amount of the Company's [Insert title of securities] ('Securities'),\noffered by the Company's Prospectus dated           , 19   and a Prospectus\nSupplement dated                      , 19   relating thereto, receipt of copies\nof which is hereby acknowledged, at    % of the principal amount thereof plus\naccrued interest, if any, and on the further terms and conditions set forth in\nthis Delayed Delivery Contract ('Contract').\n\n  [If two or more delayed closings, insert the following:\n\n  The undersigned will purchase from the Company as of the date hereof, for\ndelivery on the dates set forth below, Securities in the principal amounts set\nforth below:\n\n\n-----------------------------\n\/(1)\/ Insert date which is third full business day prior to Closing Date under\n      the Terms Agreement.\n\n                                      -18-\n \n                    DELIVERY DATE                            PRINCIPAL AMOUNT\n                    -------------                            ----------------\n                .....................                         .............\n \n                .....................                         .............\n    \n\nEach of such delivery dates is hereinafter referred to as a Delivery Date.]\n\n  Payment for the Securities that the undersigned has agreed to purchase for\ndelivery on--the--each--Delivery Date shall be made to the Company or its order\nby certified or official bank check in New York Clearing House (next day) funds\nat the office of                      at       .M. on--the--such--Delivery Date\nupon delivery to the undersigned of the Securities to be purchased by the\nundersigned--for delivery on such Delivery Date--in definitive fully registered\nform and in such denominations and registered in such names as the undersigned\nmay designate by written or telegraphic communication addressed to the Company\nnot less than five full business days prior to--the--such--Delivery Date.\n\n  It is expressly agreed that the provisions for delayed delivery and payment\nare for the sole convenience of the undersigned; that the purchase hereunder of\nSecurities is to be regarded in all respects as a purchase as of the date of\nthis Contract; that the obligation of the Company to  make delivery of and\naccept payment for, and the obligation of the undersigned to take delivery of\nand make payment for, Securities on--the--each--Delivery Date shall be subject\nonly to the conditions that (1) investment in the Securities shall not at--the--\nsuch--Delivery Date be prohibited under the laws of any jurisdiction in the\nUnited States to which the undersigned is subject and (2) the Company shall have\nsold to the Underwriters the total principal amount of the Securities less the\nprincipal amount thereof covered by this and other similar Contracts.  The\nundersigned represents that its investment in the Securities is not, as of the\ndate hereof, prohibited under the laws of any jurisdiction to which the\nundersigned is subject and which governs such investment.\n\n  Promptly after completion of the sale to the Underwriters the Company will\nmail or deliver to the undersigned at its address set forth below notice to such\neffect, accompanied by copies of the opinions of counsel for the Company\ndelivered to the Underwriters in connection therewith.\n\n  This Contract will inure to the benefit of and be binding upon the parties\nhereto and their respective successors, but will not be assignable by either\nparty hereto without the written consent of the other.\n\n                                      -19-\n \n  It is understood that the acceptance of any such Contract is in the Company's\nsole discretion and, without limiting the foregoing, need not be on a first-\ncome, first-served basis.  If this Contract is acceptable to the Company, it is\nrequested that the Company sign the form of acceptance below and mail or deliver\none of the counterparts hereof to the undersigned at its address set forth\nbelow.  This will become a binding contract between the Company and the\nundersigned when such counterpart is so mailed or delivered.\n\n                               Yours very truly,\n\n\n                                   ..............................\n                                          (Name of Purchaser)    \n                                                                 \n                                                                 \n                                   By ...........................\n                                                                 \n                                                                 \n                                      ...........................\n                                         (Title of Signatory)    \n                                                                 \n                                      ...........................\n                                                                 \n                                      ...........................\n                                         (Address of Purchaser)   \n\n\n\nAccepted, as of the above date.\n\n\nMATTEL, INC.\n\n\n    By .........................\n                [Insert Title]\n\n                                      -20-\n \n                                  MATTEL, INC.\n                                  ('COMPANY')\n                                        \n\n                                Debt Securities\n                                        \n\n                                TERMS AGREEMENT\n                                ---------------\n\n\n\n                                                            July 21, 1998\n\n\n\nTo:  The Underwriters identified herein\n\n\n\nDear Sirs:\n\n  The undersigned agrees to sell to the several Underwriters named below for\ntheir respective accounts, and such Underwriters agree, severally and not\njointly, to purchase from the Company, on and subject to the terms and\nconditions of the Underwriting Agreement attached hereto ('Underwriting\nAgreement'), the following securities ('Offered Securities') on the following\nterms:\n\n     TITLE:  6% Notes Due July 15, 2003 (the '2003 Notes') and 6-1\/8% Notes Due\n  July 15, 2005 (the '2005 Notes' and with the 2003 Notes, collectively the\n  'Securities').\n\n     PRINCIPAL AMOUNT:  $150,000,000 of 2003 Notes and $150,000,000 of 2005\n     Notes.\n\n     INTEREST:  6% per annum on the 2003 Notes and 6-1\/8% per annum on the 2005\n  Notes, in each case from July 24, 1998, payable semiannually on January 15 and\n  July 15, commencing January 15, 1999, to holders of record on the preceding\n  January 1 or July 1, as the case may be.\n\n     MATURITY:  July 15, 2003 for the 2003 Notes and July 15, 2005 for the 2005\nNotes.\n\n     OPTIONAL REDEMPTION:  The Securities will be redeemable, in whole or in\n   part, at the option of the Company at any time at a redemption price equal to\n   the greater of (i) 100% of the principal amount of such Securities or (ii) as\n   determined by a Quotation Agent (as defined in the Prospectus), the sum of\n   the present values of the remaining scheduled payments of principal and\n   interest thereon discounted to the redemption date on a semiannual basis\n   (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted\n   Treasury Rate (as defined in the Prospectus), plus in each case, accrued\n   interest thereon to the date of redemption.\n\n     SINKING FUND:  None\n\n     LISTING:  None.\n\n     DELAYED DELIVERY CONTRACTS:  None.\n\n     PURCHASE PRICE:  99.109% of principal amount of the 2003 Notes and 98.797%\n  of principal amount of the 2005 Notes, in each case plus accrued interest, if\n  any, from July 24, 1998.\n\n                                      -21-\n \n     EXPECTED REOFFERING PRICE:  99.709% of principal amount of the 2003 Notes\n  and 99.422% of principal amount of the 2005 Notes, in each case subject to\n  change by the Underwriters.\n\n     CLOSING:  7:00 A.M. on July 24, 1998, at Irell &amp; Manella LLP, 333 South\n  Hope Street, Suite 3300, Los Angeles, California, in Federal (same day)\n  immediately available funds.\n\n     SETTLEMENT AND TRADING:  Book-Entry Only via DTC.  The Securities will\n  trade in DTC's Same Day Funds Settlement System.\n\n     BLACKOUT:  Until the Closing Date.\n\n     NAMES AND ADDRESSES OF UNDERWRITERS:\n\n     The respective principal amounts of the Securities to be purchased by each\n  of the Underwriters are set forth opposite their names in Schedule A hereto.\n\n     The addresses of the Underwriters are as follows:\n\n          Credit Suisse First Boston Corporation\n          11 Madison Avenue\n          New York, New York  10010\n          Attention:  Investment Banking Department -\n                      Transaction Advisory Group\n\n          Morgan Stanley &amp; Co., Incorporated\n          1585 Broadway, 2nd Floor\n          New York, New York  10036\n          Attention:  Syndicate Department\n\n     The provisions of the Underwriting Agreement are incorporated herein by\n  reference.\n\n     The Offered Securities will be made available for checking and packaging at\n  least 24 hours prior to the Closing Date.\n\n     For purposes of Section 6 of the Underwriting Agreement, the only\n  information furnished to the Company by any Underwriter for use in the\n  Prospectus consists of (i) the following information in the Prospectus\n  furnished on behalf of each Underwriter: the last paragraph at the bottom of\n  the prospectus supplement cover page concerning the terms of the offering by\n  the Underwriters, the legend concerning over-allotments and stabilizing on the\n  inside front cover page of the prospectus supplement and the concession and\n  reallowance figures appearing in the second paragraph under the caption\n  'Underwriting' in the prospectus supplement and the information contained in\n  the second sentence of the fourth paragraph under the caption 'Underwriting'\n  in the prospectus supplement.\n\n                                      -22-\n \n     If the foregoing is in accordance with your understanding of our agreement,\n  kindly sign and return to the Company one of the counterparts hereof,\n  whereupon it will become a binding agreement between the Company and the\n  several Underwriters in accordance with its terms.\n\n                                         Very truly yours,\n\n                                         MATTEL, INC.\n\n                                         By   \/s\/  WILLIAM STAVRO\n                                              --------------------------------\n                                              William Stavro\n                                              Senior Vice President and\n                                              Treasurer\n\n\nThe foregoing Terms Agreement is hereby confirmed and accepted as of the date\nfirst above written.\n\n\n\n  CREDIT SUISSE FIRST BOSTON CORPORATION\n\n\n     By  \/s\/  MICHAEL HARTMEIER\n         ------------------------------------\n              Michael Hartmeier\n              Director\n\n\n  MORGAN STANLEY &amp; CO. INCORPORATED\n\n\n     By  \/s\/  GLENN R. ROBSON\n         ------------------------------------------\n              Glenn R. Robson\n              Principal\n\n                                      -23-\n \n                              SCHEDULE A\n\n\n\n<font size=\"2\">\n                                                                             PRINCIPAL AMOUNT\n                                                                             ----------------\n\n                                                                          2003                 2005\n                                                                          NOTES                NOTES\n                                                                    ---------------      ---------------\n                                                                                 \n\n           UNDERWRITER\n           -----------\n\nCredit Suisse First Boston Corporation.........................         $ 75,000,000         $ 75,000,000\nMorgan Stanley &amp; Co. Incorporated..............................           75,000,000           75,000,000\n                                                                        ------------         ------------\nTotal..........................................................         $150,000,000         $150,000,000\n<\/font>\n\n                                      -24-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7234,8124,8258],"corporate_contracts_industries":[9416,9412,9418],"corporate_contracts_types":[9629,9634],"class_list":["post-43798","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-credit-suisse-first-boston-inc","corporate_contracts_companies-marathon-oil-corp","corporate_contracts_companies-morgan-stanley-dean-witter---co","corporate_contracts_industries-financial__credit","corporate_contracts_industries-energy__refining","corporate_contracts_industries-financial__securities","corporate_contracts_types-securities","corporate_contracts_types-securities__underwriting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43798","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43798"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43798"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43798"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43798"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}