Capital Adequacy; Etc. Sections 3.1(a)-(e), 3.2, 3.3(a) and (b), 3.4, 3.5 (excluding the first sentence thereof) and 3.6 of the Mattel Credit Agreement are hereby incorporated by reference as if set forth in full herein, except that for purposes of such incorporation by reference: (i) all references to "the Company" shall be deemed to be references to each Seller, individually; (ii) all references to "Bank", "Agent" or "Reference Banks" shall be deemed to be references to the Purchaser; (iii) all references to "Lending Office" shall be deemed to be a reference to the office of the Purchaser identified on the signature page to this Agreement; (iv) all references to "this Agreement" or "Loan Documents" shall be deemed to be references to this Agreement or any other Transaction Documents; (v) all references to "Loans" shall be deemed to be references to the Purchaser's Investments; (vi) all references to "Eurodollar Rate Loans" shall be deemed to be references to Purchaser's Investments with respect to which Yield would then be calculated based on the Eurodollar Rate; (vii) all references to "Base Rate Loans" shall be deemed to be references to Purchaser's Investments with respect to which Yield would then be calculated based on the Termination Rate; (viii) all references to "CD Rate" or "CD Rate Loans" shall be deemed to have been deleted; (ix) all references to "interest" shall be deemed to be references to Yield; and (x) the following words in Section 3.3(b) of the Mattel Credit Agreement, "pursuant to Section 2.4, either on the last day of the Interest Period thereof if the Bank may lawfully continue to maintain such Eurodollar Rate Loans to such day, or promptly, if the Bank may not lawfully continue to maintain such Eurodollar Rate Loans", shall be deemed to be replaced by the word "promptly". EXHIBIT VIII [FORM OF] PURCHASE NOTICE [Date] VIA FACSIMILE (000-000-0000 or 000-000-0000) -------------------------------------------- Bank of America National Trust and Savings Association 0000 Xxxxxxx Xxxxxxxxx Global Payments Operations #5693 Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx Xxxxxxxx Ladies and Gentlemen: This Purchase Notice is being delivered to you pursuant to Section 1.2 of the Receivables Purchase Agreement dated as of September 13, 1996 (as amended, amended and restated or otherwise modified from time to time in accordance with its terms, the "Receivables Purchase Agreement") among Mattel Sales Corp., Xxxxxx-Xxxxx, Inc., Mattel, Inc., and Bank of America National Trust and Savings Association. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Receivables Purchase Agreement. The Servicer hereby notifies the Purchaser that each Seller proposes to sell to the Purchaser on [insert date] (the "Purchase Date") an undivided percentage ownership interest in such Seller's Eligible Receivables and other items contemplated by Section 1.2(c) of the Receivables Purchase Agreement. As of the date of this Purchase Notice, the aggregate outstanding principal balances of the Eligible Receivables of Mattel Sales with respect to which Mattel Sales proposes to sell an undivided percentage ownership interest to the Purchaser is $ , ------------- and the aggregate outstanding principal balances of the Eligible Receivables of Xxxxxx-Xxxxx with respect to which Xxxxxx-Xxxxx proposes to sell an undivided percentage ownership interest to the Purchaser is $ . ------------- Very truly yours, MATTEL, INC., as the Servicer By: ------------------------------ Name: ---------------------------- Title: --------------------------- EXHIBIT IX [FORM OF] REQUEST TO EXTEND FACILITY TERMINATION DATE [Date] Bank of America National Trust and Savings Association Credit Products #5618 000 X. Xxxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxxx Ladies and Gentlemen: This letter is being delivered to you pursuant to Section 1.5 of the Receivables Purchase Agreement dated as of September 13, 1996 (as amended, amended and restated or otherwise modified from time to time in accordance with its terms, the "Receivables Purchase Agreement") among Mattel Sales Corp., Xxxxxx-Xxxxx, Inc., Mattel, Inc., and Bank of America National Trust and Savings Association. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Receivables Purchase Agreement. The current Facility Termination Date is [insert date]. The undersigned hereby request that the Facility Termination Date be extended to (and amended to be) [insert date], which is 364 days after the current Facility Termination Date. If you agree to such extension (and amendment), please sign a copy of this letter where indicated below and return such copy to the Servicer. Very truly yours, MATTEL SALES CORP., as a Seller By: ------------------------------ Name: ---------------------------- Title: --------------------------- XXXXXX-XXXXX, INC., as a Seller By: ------------------------------ Name: ---------------------------- Title: --------------------------- MATTEL, INC., as the Servicer and as the Guarantor By: ------------------------------ Name: ---------------------------- Title: ---------------------------
Appears in 1 contract
Capital Adequacy; Etc. Sections 3.1(a)-(e3.01(a)-(e), 3.23.02, 3.3(a) 3.03, 3.04, 3.05 and (b), 3.4, 3.5 (excluding the first sentence thereof) and 3.6 3.06 of the Mattel Credit Agreement are hereby incorporated by reference as if set forth in full herein, except that for purposes of such incorporation by reference: except where direct quotations are made therefrom, (i) all references to "the Company" shall be deemed to be references to each Seller, individuallythe Transferor; (ii) all references to "Bank", "AgentLender" or "Reference BanksLenders" shall be deemed to be references to the "Purchaser" or "Purchasers," respectively; (iii) all references to "Lending Office" shall be deemed to be a reference to the office of the Purchaser Purchasers identified on the signature page pages to this Agreement; (iv) all references to "this Agreement" or "Loan Documents" shall be deemed to be references to this Agreement or any other Transaction Documents; (v) all references to "Loans" shall be deemed to be references to the Purchaser's Purchasers' Investments; (vi) all references to "Eurodollar Rate Loans" shall be deemed to be references to Purchaser's Purchasers' Investments with respect to which Yield Reserve would then be calculated based on the Eurodollar Rate; (vii) all references to "Base Rate Loans" shall be deemed to be references to Purchaser's Investments with respect to which Yield would then be calculated based on the Termination Rate; (viii) all references to "CD Rate" or "CD Rate Loans" shall be deemed to have been deleted; (ix) all references to "interest" shall be deemed to be references to Yield; Yield and (x) the following words in Section 3.3(b) of the Mattel Credit Agreement, to any "pursuant to Section 2.4, either on the last day of the Interest Period thereof if the Bank may lawfully continue to maintain such Eurodollar Rate Loans to such day, or promptly, if the Bank may not lawfully continue to maintain such Eurodollar Rate Loans", Period" shall be deemed to be replaced by the word references to a "promptlyYield Period;". EXHIBIT VIII [FORM OF] PURCHASE NOTICE [Date] VIA FACSIMILE (000-000-0000 or 000-000-0000) -------------------------------------------- Bank of America National Trust and Savings Association 0000 Xxxxxxx Xxxxxxxxx Global Payments Operations #5693 Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx Xxxxxxxx Ladies and Gentlemen: This Purchase Notice is being delivered to you pursuant to Section 1.2 of the Receivables Purchase Agreement dated as of September 13, 1996 (as amended, amended and restated or otherwise modified from time to time in accordance with its terms, the "Receivables Purchase Agreement") among Mattel Sales Corp., Xxxxxx-Xxxxx, Inc., Mattel, Inc., and Bank of America National Trust and Savings Association. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Receivables Purchase Agreement. The Servicer hereby notifies the Purchaser that each Seller proposes to sell to the Purchaser on [insert date] (the "Purchase Date") an undivided percentage ownership interest in such Seller's Eligible Receivables and other items contemplated by Section 1.2(c) of the Receivables Purchase Agreement. As of the date of this Purchase Notice, the aggregate outstanding principal balances of the Eligible Receivables of Mattel Sales with respect to which Mattel Sales proposes to sell an undivided percentage ownership interest to the Purchaser is $ , ------------- and the aggregate outstanding principal balances of the Eligible Receivables of Xxxxxx-Xxxxx with respect to which Xxxxxx-Xxxxx proposes to sell an undivided percentage ownership interest to the Purchaser is $ . ------------- Very truly yours, MATTEL, INC., as the Servicer By: ------------------------------ Name: ---------------------------- Title: --------------------------- EXHIBIT IX [FORM OF] REQUEST TO EXTEND FACILITY TERMINATION DATE [Date] Bank of America National Trust and Savings Association Credit Products #5618 000 X. Xxxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxxx Ladies and Gentlemen: This letter is being delivered to you pursuant to Section 1.5 of the Receivables Purchase Agreement dated as of September 13, 1996 (as amended, amended and restated or otherwise modified from time to time in accordance with its terms, the "Receivables Purchase Agreement") among Mattel Sales Corp., Xxxxxx-Xxxxx, Inc., Mattel, Inc., and Bank of America National Trust and Savings Association. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Receivables Purchase Agreement. The current Facility Termination Date is [insert date]. The undersigned hereby request that the Facility Termination Date be extended to (and amended to be) [insert date], which is 364 days after the current Facility Termination Date. If you agree to such extension (and amendment), please sign a copy of this letter where indicated below and return such copy to the Servicer. Very truly yours, MATTEL SALES CORP., as a Seller By: ------------------------------ Name: ---------------------------- Title: --------------------------- XXXXXX-XXXXX, INC., as a Seller By: ------------------------------ Name: ---------------------------- Title: --------------------------- MATTEL, INC., as the Servicer and as the Guarantor By: ------------------------------ Name: ---------------------------- Title: ---------------------------
Appears in 1 contract
Capital Adequacy; Etc. Sections 3.1(a)-(e), 3.2, 3.3(a) and (b), 3.4, 3.5 (excluding the first sentence thereof) and 3.6 of the Mattel Credit Agreement are hereby incorporated by reference as if set forth in full herein, except that for purposes of such incorporation by reference: (i) all references to "the Company" shall be deemed to be references to each Seller, individually; (ii) all references to "Bank", "Agent" or "Reference Banks" shall be deemed to be references to the Purchaser; (iii) all references to "Lending Office" shall be deemed to be a reference to the office of the Purchaser identified on the signature page to this Agreement; (iv) all references to "this Agreement" or "Loan Documents" shall be deemed to be references to this Agreement or any other Transaction Documents; (v) all references to "Loans" shall be deemed to be references to the Purchaser's Investments; (vi) all references to "Eurodollar Rate Loans" shall be deemed to be references to Purchaser's Investments with respect to which Yield would then be calculated based on the Eurodollar Rate; (vii) all references to "Base Rate Loans" shall be deemed to be references to Purchaser's Investments with respect to which Yield would then be calculated based on the Termination Rate; (viii) all references to "CD Rate" or "CD Rate Loans" shall be deemed to have been deleted; (ix) all references to "interest" shall be deemed to be references to Yield; and (x) the following words in Section 3.3(b) of the Mattel Credit Agreement, "pursuant to Section 2.4, either on the last day of the Interest Period thereof if the Bank may lawfully continue to maintain such Eurodollar Rate Loans to such day, or promptly, if the Bank may not lawfully continue to maintain such Eurodollar Rate Loans", shall be deemed to be replaced by the word "promptly". EXHIBIT VIII [FORM OF] PURCHASE NOTICE [Date] VIA FACSIMILE (000-000-0000 or 000-000-0000) -------------------------------------------- Bank of America National Trust and Savings Association 0000 Xxxxxxx Xxxxxxxxx Global Payments Operations #5693 Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx Xxxxxxxx Ladies and Gentlemen: This Purchase Notice is being delivered to you pursuant to Section 1.2 of the Receivables Purchase Agreement dated as of September 13, 1996 (as amended, amended and restated or otherwise modified from time to time in accordance with its terms, the "Receivables Purchase Agreement") among Mattel Sales Corp., Xxxxxx-Xxxxx, Inc., Mattel, Inc., and Bank of America National Trust and Savings Association. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Receivables Purchase Agreement. The Servicer hereby notifies the Purchaser that each Seller proposes to sell to the Purchaser on [insert date] (the "Purchase Date") an undivided percentage ownership interest in such Seller's Eligible Receivables and other items contemplated by Section 1.2(c) of the Receivables Purchase Agreement. As of the date of this Purchase Notice, the aggregate outstanding principal balances of the Eligible Receivables of Mattel Sales with respect to which Mattel Sales proposes to sell an undivided percentage ownership interest to the Purchaser is $ , ------------- and the aggregate outstanding principal balances of the Eligible Receivables of Xxxxxx-Xxxxx with respect to which Xxxxxx-Xxxxx proposes to sell an undivided percentage ownership interest to the Purchaser is $ . ------------- Very truly yours, MATTEL, INC., as the Servicer By: ------------------------------ Name: ---------------------------- Title: --------------------------- EXHIBIT IX [FORM OF] REQUEST TO EXTEND FACILITY TERMINATION DATE [Date] Bank of America National Trust and Savings Association Credit Products #5618 000 X. Xxxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxxx Ladies and Gentlemen: This letter is being delivered to you pursuant to Section 1.5 of the Receivables Purchase Agreement dated as of September 13, 1996 (as amended, amended and restated or otherwise modified from time to time in accordance with its terms, the "Receivables Purchase Agreement") among Mattel Sales Corp., Xxxxxx-Xxxxx, Inc., Mattel, Inc., and Bank of America National Trust and Savings Association. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Receivables Purchase Agreement. The current Facility Termination Date is [insert date]. The undersigned hereby request that the Facility Termination Date be extended to (and amended to be) [insert date], which is 364 days after the current Facility Termination Date. If you agree to such extension (and amendment), please sign a copy of this letter where indicated below and return such copy to the Servicer. Very truly yours, MATTEL SALES CORP., as a Seller By: ------------------------------ Name: ---------------------------- Title: --------------------------- XXXXXX-XXXXX, INC., as a Seller By: ------------------------------ Name: ---------------------------- Title: --------------------------- MATTEL, INC., as the Servicer and as the Guarantor By: ------------------------------ Name: ---------------------------- Title: ---------------------------
Appears in 1 contract
Capital Adequacy; Etc. Sections 3.1(a)-(e3.01(a)-(f), 3.23.02, 3.3(a) 3.03, 3.04, 3.05, 3.06 and (b), 3.4, 3.5 (excluding the first sentence thereof) and 3.6 3.07 of the Mattel Credit Agreement are hereby incorporated by reference as if set forth in full herein, except that for purposes of such incorporation by reference: except where direct quotations are made therefrom, (i) all references to "“the Company" shall be deemed to be references to each Seller, individually; (ii) all references to "Bank", "Agent" or "Reference Banks" ” shall be deemed to be references to the PurchaserTransferor; (ii) all references to “Lender” or “Lenders” shall be deemed to be references to Purchaser or Purchasers, respectively; (iii) all references to "“Lending Office" ” shall be deemed to be a reference to the office of the Purchaser Purchasers identified on the signature page pages to this Agreement; (iv) all references to "“this Agreement" ” or "“Loan Documents" ” shall be deemed to be references to this Agreement or any other Transaction Documents; (v) all references to "“Loans" ” shall be deemed to be references to the Purchaser's Purchasers’ Investments; (vi) all references to "“Eurodollar Rate Loans" ” shall be deemed to be references to Purchaser's Purchasers’ Investments with respect to which Yield Reserve would then be calculated based on the Eurodollar Rate; (vii) all references to "Base Rate Loans" “interest” shall be deemed to be references to Purchaser's Investments with respect Yield and to which Yield would then be calculated based on the Termination Rate; (viii) all references to "CD Rate" or "CD Rate Loans" shall be deemed to have been deleted; (ix) all references to "interest" any “Interest Period” shall be deemed to be references to Yielda Yield Period; and (xviii) the following words in Section 3.3(b3.03(b) of the Mattel Credit Agreement, "“pursuant to Section 2.42.04, either on the last day of the Interest Period thereof if the Bank Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or promptly, if the Bank Lender may not lawfully continue to maintain such Eurodollar Rate Loans", ,” shall be deemed to be replaced by the word "“promptly". EXHIBIT VIII [FORM OF] PURCHASE NOTICE [Date] VIA FACSIMILE ”; (000-000-0000 or 000-000-0000x) -------------------------------------------- Bank of America National Trust and Savings Association 0000 Xxxxxxx Xxxxxxxxx Global Payments Operations #5693 Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx Xxxxxxxx Ladies and Gentlemen: This Purchase Notice is being delivered to you pursuant to Section 1.2 of the Receivables Purchase Agreement dated as of September 13, 1996 (as amended, amended and restated or otherwise modified from time to time in accordance with its terms, the "Receivables Purchase Agreement") among Mattel Sales Corp., Xxxxxx-Xxxxx, Inc., Mattel, Inc., and Bank of America National Trust and Savings Association. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Receivables Purchase Agreement. The Servicer hereby notifies the Purchaser that each Seller proposes to sell to the Purchaser on [insert date] (the "Purchase Date") an undivided percentage ownership interest in such Seller's Eligible Receivables and other items contemplated by Section 1.2(c3.05(b) of the Receivables Purchase Agreement. As of Mattel Credit Agreement shall be deemed to be replaced by the date of this Purchase Notice, the aggregate outstanding principal balances of the Eligible Receivables of Mattel Sales with respect to which Mattel Sales proposes to sell an undivided percentage ownership interest to the Purchaser is $ , ------------- and the aggregate outstanding principal balances of the Eligible Receivables of Xxxxxx-Xxxxx with respect to which Xxxxxx-Xxxxx proposes to sell an undivided percentage ownership interest to the Purchaser is $ . ------------- Very truly yours, MATTEL, INC., as the Servicer Byfollowing: ------------------------------ Name: ---------------------------- Title: --------------------------- EXHIBIT IX [FORM OF] REQUEST TO EXTEND FACILITY TERMINATION DATE [Date] Bank of America National Trust and Savings Association Credit Products #5618 000 X. Xxxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxxx Ladies and Gentlemen: This letter is being delivered to you pursuant to Section 1.5 of the Receivables Purchase Agreement dated as of September 13, 1996 (as amended, amended and restated or otherwise modified from time to time in accordance with its terms, the "Receivables Purchase Agreement") among Mattel Sales Corp., Xxxxxx-Xxxxx, Inc., Mattel, Inc., and Bank of America National Trust and Savings Association. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Receivables Purchase Agreement. The current Facility Termination Date is [insert date]. The undersigned hereby request that the Facility Termination Date be extended to (and amended to be) [insert date], which is 364 days after the current Facility Termination Date. If you agree to such extension (and amendment), please sign a copy of this letter where indicated below and return such copy to the Servicer. Very truly yours, MATTEL SALES CORP., as a Seller By: ------------------------------ Name: ---------------------------- Title: --------------------------- XXXXXX-XXXXX, INC., as a Seller By: ------------------------------ Name: ---------------------------- Title: --------------------------- MATTEL, INC., as the Servicer and as the Guarantor By: ------------------------------ Name: ---------------------------- Title: ---------------------------“
Appears in 1 contract
