TYCO TOYS, INC.
as Issuer
and
Certain Subsidiaries of Tyco Toys, Inc.
as Guarantors
MATTEL, INC.
as successor to the Issuer
and
Bankers Trust Company
as Trustee
____________________________
Form of
THIRD SUPPLEMENTAL INDENTURE
Dated as of March 27, 1997
____________________________
$126,500,000
10-1/8% Senior Subordinated Notes
due August 15, 2002
THIRD SUPPLEMENTAL INDENTURE dated as of March 27,
1997 (the "Third Supplement"), among Tyco Toys, Inc., a
corporation organized under the laws of the State of Delaware
(the "Company"), certain subsidiaries of the Company, as
guarantors, Mattel, Inc., a corporation organized under the
laws of the State of Delaware ("Mattel"), and Bankers Trust
Company, a New York banking corporation (as successor to
NationsBank of Virginia, N.A.), as Trustee (the "Trustee").
WHEREAS, the Company, certain subsidiaries of the
Company, as guarantors, and the Trustee have entered into an
Indenture, dated as of August 15, 1992 (as amended and
supplemented, the "Indenture"), as amended by that certain
Supplemental Indenture, dated as of October 17, 1992, and by
that certain Supplemental Indenture, dated as of June 8, 1993,
and that certain Agreement of Successorship, dated as of
January 14, 1994, by and among the Company, NationsBank of
Virginia, N.A., as resigning trustee, and Bankers Trust
Company, as successor trustee (the "Successorship Agreement"),
providing for the issuance of 10-1/8% Senior Subordinated Notes
due August 15, 2002 (the "Securities"), in the aggregate
principal amount of $126,500,000 (the subsidiaries of the
Company named in the Indenture as Guarantors or Additional
Guarantors are hereinafter referred to as the "Guarantors");
WHEREAS, pursuant to the Successorship Agreement,
Bankers Trust Company has succeeded Nations Bank of Virginia,
N.A. as Trustee under the Indenture; and
WHEREAS, the Company, Mattel and a wholly owned
subsidiary of Mattel have entered into an Agreement and Plan of
Merger, dated as of November 17, 1996, as amended as of
November 22, 1996 (as amended, the "Merger Agreement"),
pursuant to which the Company will merge with and into Mattel
(the "Merger");
WHEREAS, Section 5.01 of the Indenture permits the
Company to merge with another corporation provided certain
terms and conditions are satisfied;
WHEREAS, Section 9.01 of the Indenture authorizes the
Company and the Trustee to enter into a supplemental indenture
without the consent of any Securityholders, to, among other
things, comply with Section 5.01 of the Indenture as well as to
make any change that does not adversely affect the rights of
any Securityholder;
WHEREAS, the Company has furnished the Trustee with
(i) an officer's certificate to the effects set forth in
Section 5.01 of the Indenture (the "Officer's Certificate") and
(ii) an opinion of counsel to the Company (the "Opinion of
Counsel") stating that the Merger and this Third Supplement
will, upon consummation of the Merger, comply with the
Indenture;
WHEREAS, pursuant to Section 9.06 of the Indenture
the Trustee shall be fully protected in relying upon the
Officer's Certificate and Opinion of Counsel provided to it as
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conclusive evidence that this Third Supplement is permitted by
the Indenture, is not inconsistent with the Indenture and will
be valid and binding upon the Company, Mattel and the
Guarantors in accordance with its terms; and
WHEREAS, all things necessary to make this Third Sup-
plement a valid supplement of the Indenture have been
satisfied;
NOW, THEREFORE, each party hereto agrees as follows
for the benefit of the other parties and for the equal and
ratable benefit of the Holders of the Securities.
SECTION 1. Definitions.
Except as otherwise specified herein, each capital-
ized term used herein but not otherwise defined shall have the
meaning ascribed to it in the Indenture.
SECTION 2. Assumption of Obligations.
(a) Mattel hereby assumes, from and after the
Effective Time, all the respective obligations of the Company
under the Securities and the Indenture.
(b) The resolutions adopted by the Board of
Directors of Mattel in connection with this Third Supplement
and the assumption of obligations provided for herein are
attached as Annex A hereto.
SECTION 3. Successor.
All references to "Tyco Toys, Inc." or to "Tyco"
(other than the use of the word "Tyco" in the name of any
Guarantor) contained in the Indenture (including any exhibit,
annex or attachment thereto but excluding the signature page)
and relating to any time period subsequent to the Effective
Time, are hereby amended to be references to Mattel, Inc., and
all references to the defined term "Company" contained in
Indenture (including any exhibit, annex or attachment thereto)
shall be references to Mattel, Inc.
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SECTION 4. Definitions.
(a) The definition of the term "Common Stock" in
Section 1.01 of the Indenture is hereby amended to read in its
entirety as follows:
"Common Stock" means the common stock, par value
$1.00 per share, of the Company.
(b) The following term shall be added to Section
1.01 of the Indenture in its appropriate location in
alphabetical order:
"Effective Time" has the meaning ascribed to it
in that certain Agreement and Plan of Merger, dated as of
November 17, 1996, and amended as of November 22, 1996, by
and among Mattel, Inc., a wholly owned subsidiary of
Mattel, Inc., and Tyco Toys, Inc.
SECTION 5. Notification.
The provisions of Section 12.02 of the Indenture
following the fourth full paragraph thereof are hereby deleted
in their entirety and the following provisions are hereby
substituted therefor:
All notices or communications shall be in writing.
The Company's address is:
Mattel, Inc.
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Attn: General Counsel
The Guarantors' address is:
c/o Mattel, Inc.
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▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: General Counsel
The Trustee's address is:
Bankers Trust Company
Corporate Trust and Agency Group
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Corporate Market Services
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SECTION 6. Ratification; Construction.
As amended by this Third Supplement, the Indenture
is in all respects ratified and confirmed, and, as so
supplemented by this Third Supplement, shall be read, taken and
construed as one and the same instrument.
SECTION 7. Notices.
Any notice or communication pursuant to this Third
Supplement shall be given as provided in Section 12.02 of the
Indenture. Any notice or communication to any of the
Guarantors shall be to the address of the Guarantors set forth
in Section 12.02 of the Indenture.
SECTION 8. Governing Law.
This Third Supplement shall be governed by and
construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of laws. Mattel
agrees to submit to the jurisdiction of the State of New York,
or a United States Federal Court sitting in the State of New
York, in any action or proceeding arising out of or relating to
this Third Supplement, the Indenture, or the Securities.
SECTION 9. Heading; Miscellaneous.
The headings of this Third Supplement have been
inserted for convenience of reference only, are not to be con-
sidered a part hereof and shall in no way modify or restrict
any of the terms or provisions hereof.
SECTION 10. Counterparts.
This Third Supplement may be executed in one or
more counterparts, all of which shall be considered one and the
same and each of which shall be deemed an original.
SECTION 11. Effectiveness.
This Third Supplement shall become a legally
effective and binding instrument upon the later of (i)
execution and delivery hereof by all parties hereto and (ii)
the Effective Time.
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused
this Third Supplement to be duly executed and attested, all as
of the day and year first above written.
MATTEL, INC.
By:
Name:
Title:
Attest:
Name:
Title:
TYCO TOYS, INC.
By:
Name:
Title:
Attest:
Name:
Title:
TYCO INDUSTRIES, INC.
VIEW-MASTER MANUFACTURING, INC.
TYCO TOYS (CANADA) INC.
TYCO TOYS (UK) LIMITED
TYCO TOYS (FRANCE) S.A.
TYCO TOYS (ESPANA) S.A.
TYCO TOYS (BENELUX) N.V.
TYCO TOYS (DEUTSCHLAND) GMBH
TYCO TOYS ITALY S.P.A.
PLAYTIME PRODUCTS, INC.
PLAYTIME TOYS U.K. LIMITED
ILLCO TOY CO. U.S.A., INC.
MATCHBOX TOYS Limited.
MATCHBOX TOYS PTY. LTD.
MATCHBOX TOYS SPIELWAREN, GmbH.
TYCO TOYS (SWITZERLAND) AG
TYCO TOYS (OESTERREICH) GmbH
TYCO TOYS (NEW ZEALAND) Ltd.
MATCHBOX COLLECTIBLES (U.K.) Ltd.
MATCHBOX COLLECTIBLES
(Deutschland) GmbH.
MATCHBOX COLLECTIBLES, INC.
▇▇▇▇▇▇ - TYCO PTY. Ltd. and
ENSUENO - TYCO TOYS de
MEXICO S.A. de C.V.
as Guarantors
By:
Name:
Title: Authorized Signatory
Attest:
Name:
Title:
BANKERS TRUST COMPANY
as Trustee
By:
Name:
Title:
Attest:
Name:
Title: