Exhibit 4.11
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT is dated as of March
27, 1997, and is among TYCO TOYS, INC., a Delaware corporation ("Tyco"),
MATTEL, INC., a Delaware corporation ("Mattel"), as successor to Tyco, CORPORATE
PARTNERS, L.P., a Delaware limited partnership ("Corporate Partners"), CORPORATE
OFFSHORE PARTNERS, L.P., a Bermuda limited partnership ("Offshore Partners", and
collectively with Corporate Partners, the "Partnerships"), and THE STATE BOARD
OF ADMINISTRATION OF FLORIDA, a body corporate organized under the constitution
of the State of Florida (the "State Board", and collectively with the
Partnerships, the "Purchasers").
WHEREAS, as of March 27, 1997 (the "Effective Time"), pursuant to that
certain Agreement and Plan of Merger, dated as of November 17, 1996, and amended
as of November 22, 1996, by and among Tyco, Mattel and a wholly owned subsidiary
of Mattel (the "Merger Agreement"), Tyco will be merged with and into Mattel,
with Mattel continuing as the surviving corporation (the "Merger"); and
WHEREAS, the Purchasers hold 53,631 shares of Series B Voting,
Convertible, Exchangeable Preferred Stock, par value $.10 per share, of Tyco
("Tyco Preferred Stock"); and
WHEREAS, the Purchasers and Tyco have previously entered into a
Registration Rights Agreement dated as of April 14, 1996 with respect to the
Tyco Preferred Stock (the "Registration Rights Agreement"); and
WHEREAS, pursuant to that certain Stockholders Agreement (the
"Stockholders Agreement") dated as of November 17, 1996, by and among Mattel,
the Purchasers and Corporate Advisors, L.P. ("Corporate Advisors"), Mattel and
each Purchaser agreed that on the Effective Time, as part of the Merger, each
share of Tyco Preferred Stock beneficially owned by such Purchaser would be
converted into or exchanged for one share of a series of preferred stock of
Mattel having economic terms as nearly equivalent as possible to, and with the
same voting and other rights as, the Tyco Preferred Stock, including the right
to convert into common stock of Mattel; and
WHEREAS, pursuant to the Merger Agreement, each outstanding share of
Tyco Preferred Stock is being converted into a share of Series B Voting
Convertible Exchangeable Preferred Stock, par value $1.00 per share, of Mattel
(the "Mattel Preferred Stock"), with economic terms as nearly equivalent as
possible to, and with the same voting and other rights as correspond to the Tyco
Preferred Stock; and
WHEREAS, pursuant to the Stockholders Agreement, Mattel agreed with
the Purchasers and Corporate Advisors to
assume and be bound by all obligations of Tyco under the Registration Rights
Agreement, and Mattel and the Purchasers agreed that such agreement should be
amended to pertain to the Mattel Preferred Stock (and the securities which may
be issued on conversion or exchange thereof) in lieu of the Tyco Preferred
Stock; and
WHEREAS, Section 4 of the Registration Rights Agreement provides that the
Registration Rights Agreement may be amended by a written instrument signed by
Tyco and the holder or holders of a majority of the shares of Registrable
Securities (as defined therein); and
WHEREAS, Section 8 of the Registration Rights Agreement provides that Tyco
may not assign any of its rights and obligations thereunder without the consent
of all of the Registrable Securities then outstanding; and
WHEREAS, the Purchasers collectively hold all of the shares of Registrable
Securities currently outstanding;
NOW, THEREFORE, in consideration of the premises and representations,
warranties, covenants and agreements set forth herein, and pursuant to the terms
of the Stockholders Agreement, the parties hereby amend and supplement the
Registration Rights Agreement as follows:
SECTION 1. Defined Terms. Except as otherwise set forth herein, capitalized
terms used herein and not otherwise defined shall have the meaning provided in
the Registration Rights Agreement.
SECTION 2. Successor. All references to "Tyco Toys, Inc." or to "Tyco"
contained in the Registration Rights Agreement, other than on the signature
page, are hereby amended to be references to Mattel and all references to the
defined term "Company" contained in the Registration Rights Agreement shall be
references to Mattel, and Mattel confirms that it has assumed and is bound by
all obligations of Tyco under the Registration Rights Agreement.
SECTION 3. Preferred Stock. All references to "Series B Voting Convertible
Exchangeable Preferred Stock, par value $0.10 per share" or "Preferred Stock"
are hereby amended to be references to the Series B Voting Convertible
Exchangeable Preferred Stock, par value $1.00 per share, of Mattel.
SECTION 4. Par Value of Common Stock; Conversion Price. The second sentence
of the first paragraph of the Registration Rights Agreement is hereby amended in
its entirety to read as follows:
"The Preferred Stock is convertible into shares of the Company's common
stock, par value $1.00 per share (the
"Common Stock") at a price per share equal to $10.00 divided by 0.48876, as
such price may be adjusted pursuant to the Certificate of Designations,
Preferences, Rights and Limitations relating to the Preferred Stock.
SECTION 5. Authorized Agent. (a) The phrase "Prentice Hall, having
offices at the date hereof at 00 Xxxxxxxx Xxxxxx, Xxx Xxxx, X.X. 00000, as its
authorized agent" in the first sentence of paragraph (b) of Section 14 is hereby
amended in its entirety as follows:
"CT Corporation System, having offices as of March 31, 1997, at Corporation
Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, as its
authorized agent"
(b) The reference to "Prentice Hall" in the second sentence of paragraph
(b) of Section 14 is hereby amended to be a reference to "CT Corporation
System".
SECTION 6. Miscellaneous.
(a) This Amendment to Registration Rights Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware without
regard to its rules of conflict of laws.
(b) This Amendment to Registration Rights Agreement may be executed by the
parties hereto in separate counterparts, each of which shall constitute one and
the same original.
(c) Except as provided in this Amendment to Registration Rights Agreement,
the Registration Rights Agreement remains in full force and effect without any
amendment or alteration.
SECTION 7. Counterparts. This Amendment 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.
3
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered by their respective officers thereunto duly authorized as of the
date first above written.
TYCO TOYS, INC.
By: /s/ X. X. Xxxxxxx, Xx.
------------------------------
Name: X. X. Xxxxxxx, Xx.
Title: Senior Vice President
and General Counsel
MATTEL, INC.
By /s/ Xxx Xxxxxxx
-------------------------------
Name: Xxx Xxxxxxx
Title: President, Corporate Operations
CORPORATE PARTNERS, L.P.,
By: Corporate Advisors, L.P.
Attorney-in-Fact
By: LFCP Corp., General Partner
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Secretary & Managing
Director
CORPORATE OFFSHORE PARTNERS, L.P.,
By: Corporate Advisors, L.P.,
Attorney-in-Fact
By: LFCP Corp., General Partner
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Secretary & Managing
Director
THE STATE BOARD OF ADMINISTRATION OF
FLORIDA,
By: Corporate Advisors, L.P.
Attorney-in-Fact
By: LFCP Corp., General Partner
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Secretary & Managing Director
