Exhibit 10.7
[letterhead of SGBN]
To: The Obligors
c/o Mattel International Holdings B.V.
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December 20, 2001
Dear Sirs,
Master Agreement for the Transfer of Receivables dated 30th November, 2001 (the
"Master Agreement") between Mattel International Holdings B.V., Mattel France
S.A., Mattel GmbH and Societe Generale Bank Nederland N.V.
We refer to the Master Agreement. Terms defined in the Master Agreement shall
have the same meaning when used in this letter (unless otherwise defined
herein).
We write to set out certain amendments to the Master Agreement which are to be
made, which are as follows:
1. In Clause 1.1 of the Master Agreement, the definition of Maximum Amount of
the Bank's Funding shall be amended to read as follows:
""Maximum Amount of the Bank's Funding"
means:
(a) from the first Settlement Date in the month of February to the day
preceding the first Settlement Date in the month of August (both dates
inclusive) in each year, (Euro)60,000,000; and
(b) at any other time,(Euro)150,000,000."
2. Clause 5.6 of the Master Agreement shall be amended to read as follows:
"5.6 Transfers by the Bank
Other than pursuant to Clause 5.5 or Clause 9.2 (Transfers and Deemed
Collections), the Bank will not, without the prior written consent of
the Obligors (which consent shall not be unreasonably withheld), enter
into any assignment or transfer or subrogation of any description with
any person (or purport or agree to do so) of any Transferred
Receivable or any Related Security or Related Rights."
Save as stated herein the Master Agreement shall remain unamended and in full
force and effect.
The Master Agreement will be amended as set out above upon your countersignature
of this letter. Please confirm your agreement to the amendments referred to
above by countersigning the enclosed copy of this letter where indicated and
returning it to us.
This letter shall be governed by Dutch law.
Yours faithfully
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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SOCIETE GENERALE BANK NEDERLAND N.V.
Accepted and agreed
/s/ Joop Van Der Haar
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MATTEL INTERNATIONAL HOLDINGS B.V.
/s/ Joop Van Der Haar
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MATTEL FRANCE S.A.
/s/ Joop Van Der Haar
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MATTEL GmbH