EXHIBIT 10.1
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED
TRANSFER AND ADMINISTRATION AGREEMENT
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED TRANSFER AND
ADMINISTRATION AGREEMENT (this "Amendment"), dated as of July 31, 1995, by
and among MATTEL SALES CORP., a California corporation, and FISHER-PRICE,
INC., a Delaware corporation, as transferors (each, a "Transferor"),
MATTEL, INC., a Delaware corporation, as guarantor and servicer (the
"Guarantor" and the "Servicer"), THE BANKS LISTED ON THE SIGNATURE PAGES
HEREOF (collectively, the "Banks") and NATIONSBANK OF TEXAS, N.A., a
national banking association, as agent on behalf of the Banks (the "Agent")
amending that certain Second Amended and Restated Transfer and
Administration Agreement dated as of March 10, 1995, by and among the
Transferors, the Guarantor, the Servicer, the Banks and the Agent (the
"Original Agreement" and said agreement as amended by this Amendment, the
"Agreement").
PRELIMINARY STATEMENTS
WHEREAS, the Transferors have requested that the Banks agree to
certain amendments to the Original Agreement and subject to the terms and
conditions hereof the Banks have agreed to such amendments.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1. Definitions. All capitalized terms used herein which
are not otherwise defined are used as defined in the Original Agreement.
Section 2. Amendment of Definition of "Eligible Receivable".
Clause (ix) of the definition of "Eligible Receivable" set forth in Section
1.1 of the Original Agreement is hereby deleted in its entirety and
replaced with the following:
"(ix) the remaining term of which at the time of transfer
hereunder does not extend beyond the next succeeding Remittance Date; and"
Section 3. Amendment of Section 2.2. Section 2.2 of the
Original Agreement is hereby amended by deleting the phrase "March 17"
appearing in the proviso in the first paragraph of said Section and
replacing such phrase with "December 27".
Section 4. Representations and Warranties. The Transferors
hereby make to each of the Banks, on and as of the date hereof, all of the
representations and warranties set forth in Section 3.1 of the Original
Agreement, except to the extent that any such representation or warranty
relates to an earlier date. In addition, Mattel, Inc. hereby makes to each
of the Banks, on and as of the date hereof, all the representations and
warranties set forth in Section 3.2 of the Original Agreement, except to
the extent that any such representation or warranty relates to an earlier
date.
SECTION 5. Conditions Precedent. This Amendment shall not
become effective until the Agent shall have received the following:
(a) An opinion of counsel to the Transferors with respect to
certain corporate matters and the enforceability against the Transferors of
the Original Agreement as amended hereby, in form and substance acceptable
to the Agent; and
(b) An opinion of counsel to Servicer and the Guarantor with
respect to certain corporate matters and the enforceability against each of
the Servicer and the Guarantor of the Original Agreement as amended hereby,
in form and substance acceptable to the Agent.
SECTION 6. Amendment and Waiver. No provision hereof may be
amended, waived, supplemented, restated, discharged or terminated without
the written consent of the parties hereto.
SECTION 7. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of California,
without regard to the conflicts of Governmental Rules provisions thereof.
This Amendment together with the Original Agreement contains the final and
complete integration of all prior expressions by the parties hereto with
respect to the subject matter hereof and shall constitute the entire
Agreement among the parties hereto with respect to the subject matter
hereof superseding all prior oral or written understandings.
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SECTION 8. Severability; Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be
an original and all of which when taken together shall constitute one and
the same Amendment. Any provisions of this Amendment which are prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
SECTION 9. Captions. The captions in this Amendment are for
convenience of reference only and shall not define or limit any of the
terms or provisions hereof.
SECTION 10. Ratification. Except as expressly affected by the
provisions hereof, the Original Agreement as amended by this Amendment
shall remain in full force and effect in accordance with its terms and
ratified and confirmed by the parties hereto. On and after the date
hereof, each reference in the Original Agreement to "this Agreement",
"hereunder", "herein" or words of like import shall mean and be a reference
to the Original Agreement as amended by this Amendment.
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the date first above written.
MATTEL SALES CORP.,
as Transferor
By: /s/ William Stavro
-------------------------
Name: WILLIAM STAVRO
Title: Vice President and
Treasurer
FISHER-PRICE, INC.,
as Transferor
By: /s/ William Stavro
-------------------------
Name: WILLIAM STAVRO
Title: Treasurer
MATTEL, INC., as Guarantor
and Servicer
By: /s/ William Stavro
-------------------------
Name: WILLIAM STAVRO
Title: Sr. Vice President
and Treasurer
NATIONSBANK OF TEXAS, N.A.,
as Agent and a Bank
By: /s/ Tom F. Schaffenberg
--------------------------
Name: TOM F. SCHAFFENBERG
Title: Vice President
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BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Robert W. Troutman
-------------------------
Name: ROBERT W. TROUTMAN
Title: Managing Director
5
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Ted A. Dunn
-------------------------------
Name: TED A. DUNN
Title: Assistant Vice President
6
CHEMICAL BANK
By: /s/ David J. Corcoran
------------------------
Name: DAVID J. CORCORAN
Title: Vice President
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THE FIRST NATIONAL BANK
OF BOSTON
By: /s/ Debra Zurka
---------------------
Name: DEBRA ZURKA
Title: Vice President
8
TORONTO-DOMINION
(TEXAS), INC.
By: /s/ Diane Bailey
---------------------
Name: DIANE BAILEY
Title: Vice President
9
CITICORP USA, INC.
By: /s/ Majorie Futornick
------------------------
Name: MAJORIE FUTORNICK
Title: Vice President
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ABN AMRO BANK N.V.
By: /s/ Matthew S. Thomson
---------------------------
Name: MATTHEW S. THOMSON
Title: Group Vice President
By: /s/ Patrick A. Russo
-------------------------------
Name: PATRICK A. RUSSO
Title: Assistant Vice President
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DRESDNER BANK AG
Los Angeles Agency
By: /s/ Barbara J. Readick
----------------------
Name: BARBARA J. READICK
Title: Vice President
By: /s/ Dennis G. Blank
----------------------
Name: DENNIS G. BLANK
Title: Vice President
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MANUFACTURERS &
TRADERS TRUST CO.
By: /s/ Geoffrey R. Fenn
-----------------------
Name: GEOFFREY R. FENN
Title: Vice President
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ISTITUTO BANCARIO SAN
PAOLO DI TORINO SPA
By: /s/ Glen Binder
---------------------
Name: GLEN BINDER
Title: Vice President
By: /s/ Jean Chang
-------------------------------
Name: JEAN CHANG
Title: Assistant Vice President
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THE BANK OF
CALIFORNIA, N.A.
By: /s/ Lynn E. Vine
---------------------
Name: LYNN E. VINE
Title: Vice President
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BANQUE NATIONALE
DE PARIS
By: /s/ C. Bettles
----------------------------
Name: C. BETTLES
Title: Senior Vice President
& Manager
By: /s/ Mitchell M. Ozawa
------------------------
Name: MITCHELL M. OZAWA
Title: Vice President
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MARINE MIDLAND BANK
By: /s/ William M. Holland
-------------------------
Name: WILLIAM M. HOLLAND
Title: Vice President
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