On March 11, 2013, Mattel, Inc. ("Mattel") entered into the Sixth Amended and Restated Credit Agreement (the "credit facility"), by and among Mattel, as borrower, Bank of America, N.A., as administrative agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and Citigroup Global Markets Inc., as joint lead arrangers and joint book managers, Wells Fargo Bank, N.A. and Citibank N.A., as co-syndication agents, Société Générale, Union Bank, Mizuho Corporate Bank, Ltd. and Royal Bank of Canada, as co-documentation agents, and the other financial institutions party thereto.

The credit facility amended and restated Mattel's Fifth Amended and Restated Credit Agreement, dated as of March 8, 2011, to, among other things, (i) extend the maturity date of the credit facility to March 12, 2018, (ii) increase aggregate commitments under the credit facility to $1.60 billion, with an "accordion feature," which allows Mattel to increase the aggregate availability under the credit facility to $1.85 billion under certain circumstances,
(iii) decrease the applicable interest rate margins to a range of 0.00% to 0.75% above the applicable base rate for base rate loans, and 0.875% to 1.75% above the applicable LIBOR rate for Eurodollar rate loans, in each case depending on Mattel's senior unsecured long-term debt rating, and (iv) decrease commitment fees to a range of 0.08% to 0.275% of the unused commitments under the credit facility.

Many of the lenders party to the credit facility and their respective affiliates have various banking arrangements with Mattel in the ordinary course of business, for which they receive customary fees and expenses.

The foregoing summary of the credit facility is qualified in its entirety by reference to the actual text of such agreement, a copy of which is filed herewith as Exhibit 10.1.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

(a) Financial statements of businesses acquired: None

(b) Pro forma financial information: None

(c) Shell company transactions: None

(d) Exhibits:

Exhibit
  No.                                 Exhibit Description

10.1         Sixth Amended and Restated Credit Agreement dated as of March 11,
             2013, by and among Mattel, Inc., as Borrower, Bank of America, N.A.,
             as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith
             Incorporated, Wells Fargo Securities, LLC and Citigroup Global Markets
             Inc., as Joint Lead Arrangers and Joint Book Managers, Wells Fargo
             Bank, N.A. and Citibank N.A., as Co-Syndication Agents, Société
             Générale, Union Bank, Mizuho Corporate Bank, Ltd. and Royal Bank of
             Canada, as Co-Documentation Agents, and the other financial
             institutions party thereto.