0001193125-14-184077 Sample Contracts

500,000,000 2.350% Notes due 2019 Underwriting Agreement dated May 1, 2014 Underwriting Agreement
Mattel Inc /De/ • May 6th, 2014 • 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 $500,000,000 aggregate principal amount of the Company’s 2.350% Notes due 2019 (the “Notes”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC 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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