Exhibit 99.0
SECOND AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this "Amendment")
is made and dated as of September 5, 2001, among Mattel Factoring, Inc., a
Delaware corporation, as transferor (the "Transferor"), Mattel, Inc., a Delaware
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corporation ("Mattel"), as servicer (the "Servicer") and as guarantor (the
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"Guarantor"), the financial institutions party hereto as purchasers (together
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with any successors and assigns, the "Purchasers") and Bank of America, N.A., as
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the agent for the Purchasers (in such capacity, together with any successors and
assigns, the "Agent"), and amends the Receivables Purchase Agreement dated as of
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March 11, 1998 among the Transferor, the Servicer, the Guarantor, the Purchasers
and the Agent, as amended by a First Amendment to Receivables Purchase Agreement
dated as of March 31, 2000 (the "First Amendment") (as so amended, the
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"Agreement").
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RECITAL
Each Seller Party, the Purchasers and the Agent desire to amend the
Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. Terms. All terms used herein shall have the same meanings as in the
Agreement unless otherwise defined herein. All references to the Agreement shall
mean the Agreement as hereby amended.
2. Amendments. Each Seller Party, the Purchasers and the Agent hereby
agree to amend the Agreement as follows:
2.1 The definition of "Obligors" in Section 1.1 of the Agreement (Certain
Defined Terms) is amended and restated in its entirety as follows:
"'Obligors' means Wal-Mart Stores, Inc., a Delaware corporation, and,
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for the period from September 5, 2001 through and including December 31,
2001, Target Corporation, a Minnesota corporation."
2.2 The proviso to Section 11.1 of the Agreement is amended by deleting
"or" at the end of clause (e); deleting the period at the end of clause (f) and
inserting "; or" in lieu thereof, and inserting the following new clauses
immediately following clause (f) as follows:
"(g) substitute or add Obligors; or (h) amend Section 10.1(i) of the
Agreement to reduce the minimum debt ratings required as to any Obligor set
forth therein."
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2.3 Attachment A to the Form of Purchase Notice (Exhibit I to the
Agreement) is amended by deleting "Toys 'R' Us, Inc." wherever it appears and
inserting "Target Corporation" in lieu thereof.
3. Representations and Warranties. Each Seller Party severally represents
and warrants, as to itself alone, as applicable, to the Agent and the Purchasers
as follows:
3.1 Authorization. The execution, delivery and performance of this
Amendment by such Seller Party has been duly authorized by all necessary
corporate action by such Seller Party and has been duly executed and delivered
by such Seller Party.
3.2 Binding Obligation. This Amendment and the Agreement are legal, valid
and binding agreements of such Seller Party, enforceable in accordance with
their respective terms, except to the extent enforceability thereof may be
limited by applicable law relating to bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or limiting creditors' rights
generally or by the application of general principles of equity.
3.3 No Legal Obstacle to Agreements. Neither the execution of this
Amendment nor the performance of the Agreement by such Seller Party has
constituted or resulted in or will constitute or result in a breach of the
provisions of any material agreement, or the violation of any law, judgment,
decree or governmental order, rule or regulation applicable to such Seller
Party, or result in the creation under any material agreement of any security
interest, lien, charge, or encumbrance upon any of the assets of such Seller
Party other than pursuant to the Agreement. No approval or authorization of any
Person is required to be obtained by such Seller Party to permit the execution,
delivery or performance by such Seller Party of this Amendment.
3.4 Incorporation of Certain Representations. The representations and
warranties of each Seller Party set forth in Article V of the Agreement are true
and correct as to itself alone in all material respects on and as of the date
hereof as though made on and as of the date hereof except to the extent such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties were true and correct in all material
respects on and as of such earlier date.
3.5 Default. After giving effect to this Amendment, no event has occurred
and is continuing, or would result from this Amendment, which constitutes a
Servicer Default or a Termination Event.
4. Conditions, Effectiveness. The effectiveness of this Amendment shall be
subject to the compliance by each Seller Party with its agreements herein
contained, and to the delivery of the following to the Agent in form and
substance satisfactory to the Agent:
4.1 Corporate Resolutions. A copy of a resolution or resolutions passed by
the Board of Directors of each Seller Party, certified by the Secretary or an
Assistant Secretary of each Seller Party as being in full force and effect on
the date hereof, authorizing the amendments to the Agreement herein provided for
and the execution, delivery and performance of this Amendment.
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4.2 Authorized Signatories. A certificate, signed by the Secretary or an
Assistant Secretary of each Seller Party dated the date hereof, as to the
incumbency of the person or persons authorized to execute and deliver this
Amendment and any instrument or agreement required hereunder on behalf of each
Seller Party.
4.3 Opinion of Counsel. A favorable opinion of Latham & Watkins, counsel to
the Seller Parties, as to such matters as the Agent may reasonably request.
4.4 Amendment Fee. Payment of an amendment fee to the Agent for the account
of each Purchaser equal to 2 basis points of its Percentage of the Purchasers'
Investment Limit.
4.5 Financing Statements. UCC-1 financing statements (a) signed by Mattel
Sales as debtor and the Transferor as the secured party in form for filing with
the Secretary of State of the State of California, (b) signed by Fischer-Price
as debtor and the Transferor as the secured party in form for filing with the
Secretary of State of the State of New York, (c) signed by the Transferor as
debtor and the Agent as secured party in form for filing with the Secretary of
State of Delaware and (d) amending existing UCC-1 filings made in connection
with the Agreement.
4.6 Searches. Copies of searches of financing statement(s) filed with (a)
the Secretaries of State of the States of Delaware, New York and California
showing that the Agent has a valid first priority, perfected security interest
in the Listed Receivables.
5. Miscellaneous.
5.1 Effectiveness of the Agreement. Except as hereby amended, the Agreement
shall remain in full force and effect.
5.2 Waivers. The parties hereto waive any Termination Event resulting from
the Purchase and Sale Agreement not having been previously amended to conform it
to the Receivables Purchase Agreement as amended by the First Amendment. This
Amendment is specific in time and in intent and does not constitute, nor should
it be construed as, a waiver of any other right, power or privilege under the
Agreement, or under any agreement, contract, indenture, document or instrument
mentioned in the Agreement; nor does it preclude any exercise thereof or the
exercise of any other right, power or privilege, nor shall any future waiver of
any right, power, privilege or default hereunder, or under any agreement,
contract, indenture, document or instrument mentioned in the Agreement,
constitute a waiver of any other default of the same or of any other term or
provision.
5.3 Counterparts. This Amendment may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument. This Amendment shall become effective as
of the effective date written above upon each Seller Party, all Purchasers and
the Agent signing a copy hereof, whether the same or counterparts, and the same
shall have been delivered to the Agent.
5.4 Jurisdiction. This Amendment, and any instrument or agreement required
hereunder, shall be governed by and construed under the laws of the State of
California.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
Receivables Purchase Agreement to be duly executed and delivered as of the date
first written above.
MATTEL FACTORING, INC., as Transferor
MATTEL, INC., as Guarantor and Servicer
By: /s/ William Stavro
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William Stavro
Senior Vice President and
Treasurer
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BANK OF AMERICA, N.A., as Agent
By: /s/ Gina Meador
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Gina Meador
Vice President
BANK OF AMERICA, N.A., as a Purchaser
By: /s/ J. Casey Cosgrove
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J. Casey Cosgrove
Vice President
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THE CHASE MANHATTAN BANK
By: /s/ William P. Rindfuss
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Name: William P. Rindfuss
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Title: Vice President
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FLEET NATIONAL BANK
By: /s/ Jorge A. Schwarz
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Name: Jorge A. Schwarz
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Title: Managing Director
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PNC BANK, NATIONAL ASSOCIATION
By: /s/ Thomas J. Bogdewic
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Name: Thomas J. Bogdewic
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Title: Assistant Vice President
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TORONTO DOMINION (TEXAS), INC.
By: /s/ Debbie A. Greene
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Name: Debbie A. Greene
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Title: Vice President
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ABN AMRO BANK N.V.
By: /s/ Ellen M. Coleman
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Name: Ellen M. Coleman
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Title: Group Vice President
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By: /s/ Delia B. Fance
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Name: Delia B. Fance
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Title: Group Vice President
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UNION BANK OF CALIFORNIA, N.A.
By: /s/ Peter Thompson
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Name: Peter Thompson
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Title: Vice President
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BNP PARIBAS
By: /s/ Mitchell Ozawa
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Name: Mitchell Ozawa
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Title: Director
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By: /s/ James Culhane
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Name: James Culhane
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Title: Vice President
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DRESDNER BANK AG, New York and Grand
Cayman Branches
By: /s/ Joanna M. Solowski
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Name: Joanna M. Solowski
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Title: Vice President
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By: /s/ Vincent Carotenuto
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Name: Vincent Carotenuto
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Title: Assistant Vice President
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SANPAOLO IMI S.p.A
By: /s/ Carlo Persico
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Name: Carlo Persico
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Title: General Manager
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By: /s/ Robert Wurster
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Name: Robert Wurster
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Title: Senior V.P
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MANUFACTURERS & TRADERS TRUST CO.
By: /s/ Christopher Kania
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Name: Christopher Kania
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Title: Vice President
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CITICORP USA, INC.
By: /s/ Deborah Ironson
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Name: Deborah Ironson
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Title: Vice President
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SOCIETE GENERALE, NEW YORK BRANCH
By: /s/ Carol Radice
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Name: Carol Radice
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Title: Vice President
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By: /s/ Richard Bernal
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Name: Richard Bernal
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Title: Director
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THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ J. Blake Seaton
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Name: J. Blake Seaton
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Title: Vice President & Manager
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THE NORTHERN TRUST COMPANY
By: /s/ Melissa A. Whitson
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Name: Melissa A. Whitson
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Title: Vice President
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