Underwriting Agreement

100,000,000


MATTEL, INC.


6 3/4% NOTES DUE 2000


UNDERWRITING AGREEMENT


May 19, 1993


May 19, 1993


Morgan Stanley & Co. Incorporated Kidder, Peabody & Co. Incorporated c/o Morgan Stanley & Co.
Incorporated 1251 Avenue of the Americas New York, New York 10020


Ladies and Gentlemen:


Mattel, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the "Underwriters") $100,000,000 principal amount of its 6 3/4% Notes due May 15, 2000 (the "Securities") to be issued pursuant to the provisions of an Indenture dated as of May 15, 1993 (the "Indenture") between the Company and PNC Bank, National Association, as Trustee (the "Trustee").


The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, including a prospectus, relating to the Securities. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "Securities Act"), is hereinafter referred to as the Registration Statement; the prospectus in the form first used to confirm sales of Securities is hereinafter referred to as the Prospectus. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein.


I.


The Company represents and warrants to each of the Underwriters that:


(a) The Registration Statement has become effective; no
stop order suspending the effectiveness of the Registration
Statement is in effect, and no proceedings for such purpose are
pending before or threatened to the Company by the Commission.


(b) (i) Each document, if any, filed or to be filed pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and incorporated by


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reference in the Prospectus complied or
will comply when so filed in all material respects with the Exchange
Act and the applicable rules and regulations of the Commission
thereunder, (ii) Each part of the Registration Statement, when such
part became effective, did not contain and each such part, as
amended or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading, (iii) the Registration Statement and the Prospectus
comply and, as amended or supplemented, if applicable, will comply
in all material respects with the Securities Act and the applicable
rules and regulations of the Commission thereunder and (iv) the
Prospectus does not contain and, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading, except that the representations and warranties
set forth in this paragraph I(b) do not apply (A) to statements or
omissions in the Registration Statement or the Prospectus based
upon information relating to any Underwriter furnished to the Com-
pany in writing by such Underwriter through you expressly for use
therein or (B) to that part of the Registration Statement that
constitutes the Statement of Eligibility and Qualification (Form T-1)
under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), of the Trustee.


(c) The financial statements of the Company and its
subsidiaries set forth in the Registration Statement and Prospectus
fairly present the financial condition of the Company and its
subsidiaries as of the dates indicated and the results of operations
and changes in financial position for the periods therein specified in
conformity with generally accepted accounting principles consistently
applied throughout the periods involved (except as otherwise stated
therein).


(d) The Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and
authority to own its property and to conduct its business as
described in the Prospectus and is duly qualified to transact business
and is in good standing in each jurisdiction in which the conduct of
its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified
or be in good standing would not have a material adverse effect on
the Company and its subsidiaries, taken as a whole.


(e) Each subsidiary of the Company has been duly
incorporated, is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation, has the cor-
porate power and authority to own its property and to conduct its
business as described in the Prospectus except to the extent that the
failure of any such subsidiary, singly or in the aggregate, to be so
duly incorporated or validly existing or to have such corporate
power and authority, would not have a material adverse effect on
the Company and its subsidiaries taken as a whole or on the
business of the Company and its subsidiaries in any individual
country as described in the Prospectus. Each subsidiary of the
Company is duly qualified to transact business and is in good
standing in each jurisdiction in which the conduct of


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its business or
its ownership or leasing of property requires such qualification,
except to the extent that the failure of any such subsidiary, singly or
in the aggregate, to be so qualified or be in good standing would not
have a material adverse effect on the Company and its subsidiaries
taken as a whole or on the business of the Company and its
subsidiaries in any individual country as described in the Prospectus.


(f) This Agreement has been duly authorized, executed
and delivered by the Company.


(g) The Indenture has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and delivered
by the Company and is a valid and binding agreement of the Com-
pany, enforceable in accordance with its terms except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and (ii) rights of
acceleration and the availability of equitable remedies may be
limited by equitable principles of general applicability.


(h) The Securities have been duly authorized and, when
executed and authenticated in accordance with the provisions of the
Indenture and delivered to and paid for by the Underwriters in
accordance with the terms of this Agreement, will be entitled to the
benefits of the Indenture, and will be valid and binding obligations
of the Company, enforceable in accordance with their terms except
as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and (ii)
rights of acceleration and the availability of equitable remedies may
be limited by equitable principles of general applicability.


(i) The execution and delivery by the Company of, and
the performance by the Company of its obligations under, this
Agreement, the Indenture and the Securities will not contravene any
provision of applicable law or the certificate of incorporation or
by-laws of the Company or any agreement or other instrument
binding upon the Company or any of its subsidiaries that is material
to the Company and its subsidiaries, taken as a whole, or any
judgment, order or decree of any governmental body, agency or
court having jurisdiction over the Company or any subsidiary, and
no consent, approval, authorization or order of, or qualification with,
any governmental body or agency is required for the performance by
the Company of its obligations under this Agreement, the Indenture
or the Securities, except such as may be required by the securities or
Blue Sky laws of the various states in connection with the offer and
sale of the Securities.


(j) There has not occurred any material adverse change,
or any development involving a prospective material adverse change,
in the condition, financial or otherwise, or in the earnings, business
or operations of the Company and its subsidiaries, taken as a whole,
from that set forth in the Prospectus.


(k) There are no legal or governmental proceedings
pending or threatened to the Company to which the Company or
any of its subsidiaries is a party or to


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which any of the properties of
the Company or any of its subsidiaries is subject that are required to
be described in the Registration Statement, the Prospectus or any
documents incorporated by reference in the Registration Statement
or the Prospectus that are not so described or any statutes,
regulations, contracts or other documents that are required to be
described in the Registration Statement, the Prospectus or any
documents incorporated by reference in the Registration Statement
or the Prospectus or to be filed as exhibits to the Registration
Statement that are not so described or filed as required.


(l) Each preliminary prospectus filed as part of the
registration statement as originally filed or as part of any
amendment thereto, or filed pursuant to Rule 424 under the
Securities Act, complied when so filed in all material respects with
the Securities Act and the rules and regulations of the Commission
thereunder.


(m) The Company and its subsidiaries own or possess the
patents, patent rights, licenses, inventions, copyrights, know-how
(including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures),
trademarks, service marks and trade names presently employed by
them in connection with the business now operated by them, and
neither the Company nor any of its subsidiaries has received any
notice of infringement of or conflict with asserted rights of others
with respect to any of the foregoing which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or
finding, would result in any material adverse change, or any notice
of any other development with respect to the foregoing involving a
prospective material adverse change, in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects
of the Company and its subsidiaries considered as one enterprise,
except as may be described in writing to, and accepted for exclusion
by, the Underwriters.


(n) The Company is not an "investment company" or an
entity "controlled" by an "investment company," as such terms are
defined in the Investment Company Act of 1940, as amended.


(o) The Company and its subsidiaries are (i) in
compliance with any and all applicable foreign, federal, state and
local laws and regulations relating to the protection of human health
and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants ("Environmental Laws"), (ii) have
received all permits, licenses or other approvals required of them
under applicable Environmental Laws to conduct their respective
businesses and (iii) are in compliance with all terms and conditions
of any such permit, license or approval, except where such
noncompliance with Environmental Laws, failure to receive required
permits, licenses or other approvals or failure to comply with the
terms and conditions of such permits, licenses or approvals would
not, singly or in the aggregate, have a material adverse effect on the
Company and its subsidiaries, taken as a whole.


(p) In the ordinary course of its business, the Company
conducts a periodic review of the effect of Environmental Laws on
the business, operations and properties


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of the Company and its
subsidiaries, in the course of which it identifies and evaluates
associated costs and liabilities (including, without limitation, any
capital or operating expenditures required for clean-up, closure of
properties or compliance with Environmental Laws or any permit,
license or approval, any related constraints on operating activities
and any potential liabilities to third parties). On the basis of such
review, the Company has reasonably concluded that such associated
costs and liabilities would not, singly or in the aggregate, have a
material adverse effect on the Company and its subsidiaries, taken
as a whole.


(q) Neither the Company nor any of its subsidiaries has,
directly or indirectly, paid or delivered any fee, commission or other
sum of money or item or property, however characterized, to any
finder, agent, government official or other party, in the United
States or any other country, which is in any manner related to the
business, assets or operations of Company or any of its subsidiaries,
which is, or may be with the passage of time or discovery, illegal
under any federal, state or local laws of the United States (including
without limitation the U.S. Foreign Corrupt Practices' Act) or any
other country having jurisdiction; and neither the Company nor any
of its subsidiaries has participated, directly or indirectly, in any
boycotts or other similar practices affecting any of its actual or
potential customers and has at all times done business in an open
and ethical manner.


(r) The Company has complied with all provisions of
Section 517.075, Florida Statutes relating to doing business with the
Government of Cuba or with any person or any affiliate located in
Cuba.


II.


The Company hereby agrees to sell to the several Underwriters, and the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agree, severally and not jointly, to purchase from the Company the respective principal amounts of Securities set forth in Schedule I hereto opposite their names at 99.35% of their principal amount -- the purchase price -- plus accrued interest, if any, from May 15, 1993 to the date of payment and delivery.


III


The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public initially at 100% of their principal amount -- the public offering price -- plus accrued interest, if any, and to certain dealers selected by you at a price that represents a concession not in excess of .40% of their principal amount under the public offering price, and that any Underwriter


6


may allow, and such dealer may reallow, a concession, not in excess of .25% of their principal amount, to any Underwriter or to certain other dealers.


IV.


Payment for the Securities shall be made by certified or official bank check or checks payable to the order of the Company in New York Clearing House funds at the office of Latham & Watkins, 633 W. Fifth Street, Los Angeles, California at 7:00 A.M., local time, on May 26, 1993 or at such other time on the same or such other date, not later than June 3, 1993, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the Closing Date.


Payment for the Securities shall be made against delivery to you for the respective accounts of the several Underwriters of the Securities registered in such names and in such denominations as you shall request in writing not later than two full business days prior to the date of delivery, with any transfer taxes payable in connection with the transfer of the Securities to the Underwriters duly paid.


V.


The obligations of the Company and the several obligations of the Underwriters hereunder are subject to the condition that the Registration Statement shall have become effective not later than the date hereof.


The several obligations of the Underwriters hereunder are subject to the following further conditions:


(a) Subsequent to the execution and delivery of this
Agreement and prior to the Closing Date,


(i) there shall not have occurred any downgrading,
nor shall any notice have been given of any intended or
potential downgrading or of any review for a possible change
that does not indicate the direction of the possible change, in
the rating accorded any of the Company's securities by any
"nationally recognized statistical rating organization," as such
term is defined for purposes of Rule 436(g)(2) under the
Securities Act;


(ii) there shall not have occurred any change, or
any development involving a prospective change, in the
condition, financial or otherwise, or in the earnings, business
or operations, of the Company and its subsidiaries, taken as a
whole, from that set forth in the Registration Statement, that,
in your judgment, is material and adverse and that makes it,
in your judgment, impracticable to market the Securities on
the terms and in the manner contemplated in the Prospectus;
and


7


(iii) the Prospectus shall have been filed as required
hereunder; and no stop order suspending the effectiveness of
the Registration Statement shall have been issued and no
proceeding for that purpose shall have been instituted or, to
the knowledge of the Company or any Underwriter,
threatened by the Commission, and any request of the
Commission for additional information (to be included in the
Registration Statement or the Prospectus or otherwise) shall
have been complied with to your satisfaction.


(b) The Underwriters shall have received on the Closing
Date a certificate, dated the Closing Date and signed by an
executive officer of the Company, to the effect set forth in clause (a)
above (except as to the knowledge of the Underwriters in clause
(a)(iii)) and to the effect that the representations and warranties of
the Company contained in this Agreement are true and correct as of
the Closing Date and that the Company has complied w ...