From: Mattel International Holdings B.V. 4th Floor
Exhibit 99.0
From: | Mattel International Holdings B.V. | |
0xx Xxxxx | ||
00 Xxxx Xxxx Xxxxxxx | ||
Xxxxxxxxx 000000 | ||
Mattel France | ||
27-33 rue d’Xxxxxx | ||
Xxxxx 145 | ||
94523 Rungis Cedex | ||
France | ||
Mattel GmbH | ||
Xx xxx Xxxxx 00 | ||
00000 Xxxxxxxx | ||
Xxxxxxx |
To: | Société Générale Bank Nederland N.V. | |
Xxxxxxxxxxx 0 | ||
0000 XX Xxxxxxxxx | ||
Xxx Xxxxxxxxxxx |
Attention: Xxxx Xxxxxxx
9 February 2007
Dear Sir,
We refer to the Master Agreement for the Transfer of Receivables dated 30 November 2001 between Société Générale Bank Nederland N.V. as the Bank, Mattel International Holdings B.V. as the Depositor and Mattel France and Mattel GmbH as the Sellers, as subsequently amended from time to time (the Master Agreement).
Unless otherwise defined herein, terms defined in the Master Agreement shall have the same meaning when used in this letter.
We would like to terminate the Master Agreement and the securitisation transaction contemplated under the Master Agreement.
To that end, each Seller hereby agrees to purchase from you all the Transferred Receivables it has originated and which are outstanding on the date hereof for an amount equal to the face value of all the Transferred Receivables which are currently outstanding (the Retransfer Amount).
We therefore hereby request you to:
• | execute a French law governed retransfer document substantially in the form of the document attached as Schedule 1 to this letter (the French Retransfer Document) and a German law governed retransfer document substantially in the form of the document attached as Schedule 2 to this letter (the German Retransfer Document); and |
• | to repay the Additional Deposit in an amount of 17,897,773.35 euros and the Subordinated Deposit in an amount of 35,412,906.59 euros to the Depositor on the date upon which the Retransfer Amount is paid by each Seller to the Bank. |
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Upon (a) the signature and delivery to us of the executed French Retransfer Document and German Retransfer Document, (b) the receipt by the Depositor of the repayment amounts set out above of the Additional Deposit and Subordinated Deposit and (c) the receipt by you of the Retransfer Amount, the Agreement Expiry Date shall be deemed to have occurred and consequently the Master Agreement shall be terminated save as for any provision of the Master Agreement, such as provisions of article 28 (c) of the Master Agreement, which is expressly provided to survive the occurrence of the Agreement Expiry Date.
Upon termination of the Master Agreement, the Master Additional Deposit Agreement and the Master Subordinated Deposit Agreement shall also be terminated.
Each of Mattel International Holdings B.V., Mattel France and Mattel GmbH hereby represents and warrants to Société Générale Bank Nederland N.V. that it has the power to enter into and perform, and has taken all necessary action to authorise the entry into, performance and delivery of this letter.
Mattel GmbH hereby further represents and warrants to Société Générale Bank Nederland N.V. that no bylaws (“Geschäftsordnung der Gesellschafterversammlung”) as mentioned in Clause 5.4 of its articles of association have been entered into.
This letter is made in 4 original copies and shall be governed by Dutch law. The provisions of Clause 34 (Jurisdiction and Waiver of Immunity) of the Master Agreement shall apply mutatis mutandis to this letter.
Yours sincerely,
/s/ Xxxxxxx Kei | ||
Mattel International Holdings B.V. | ||
By: | Xxxxxxx Kei, Director | |
/s/ Bruno Bouldoire | ||
Mattel France | ||
By: | Bruno Bouldoire | |
Director Finance & Administration | ||
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxxx Xxxxxxxx | ||
Mattel GmbH | ||
By: | ||
ppa. | Xxxxx X. Xxxxxxx, Director Finance & Administration | |
ppa. | Xxxxxxx Xxxxxxxx, Director Sales CNEUR |
We acknowledge and agree to the above.
/s/ Xxxx Xxxxxxx /s/ Xxxxxxx De Wit | ||
Société Générale Bank Nederland N.V. | ||
By: |
Xxxx Xxxxxxx, Managing Director | |
Xxxxxxx De Wit, Managing Director |
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