0001193125-13-095183 Sample Contracts

MATTEL, INC. $250,000,000 1.700% Notes due 2018 $250,000,000 3.150% Notes due 2023 Underwriting Agreement dated March 4, 2013 Underwriting Agreement
Mattel Inc /De/ • March 7th, 2013 • Dolls & stuffed toys • New York

Mattel, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $250,000,000 aggregate principal amount of the Company’s 1.700% Notes due 2018 (the “2018 Notes”) and $250,000,000 aggregate principal amount of the Company’s 3.150% Notes due 2023 (the “2023 Notes” and together with the 2018 Notes, the “Notes”) and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.

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