0001193125-09-091676 Sample Contracts

GRANT AGREEMENT FOR MAY 13, 2009 GRANT OF RESTRICTED STOCK UNITS TO NON- EMPLOYEE DIRECTORS
Grant Agreement • April 29th, 2009 • Mattel Inc /De/ • Dolls & stuffed toys • Delaware

This is a Grant Agreement between Mattel, Inc. (“Mattel”) and the individual (the “Holder”) named in the Notice of Grant of Restricted Stock Units (the “Notice”) attached hereto as the cover page of this Grant Agreement.

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AMENDMENT NO. 3 TO FIRST AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • April 29th, 2009 • Mattel Inc /De/ • Dolls & stuffed toys • California

This FIRST AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is entered into as of March 20 2002, among MATTEL FACTORING, INC., a Delaware corporation, as transferor (the “Transferor”), MATTEL, INC., a Delaware corporation (“Mattel”), as servicer (the “Servicer”), THE FINANCIAL INSTITUTIONS PARTY HERETO FROM TIME TO TIME as purchasers (together with any successors and assigns, the “Purchasers”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Purchasers (in such capacity, together with any successors and assigns, the “Administrative Agent”), BANC OF AMERICA SECURITIES LLC, as sole lead arranger and sole book manager (in such capacity, the “Arranger”), CITICORP USA, INC., and BARCLAYS BANK PLC, as co-syndication agents (in such capacity, the “Syndication Agents”) and SOCIÉTÉ GÉNÉRALE, and BNP PARIBAS as co-documentation agents (in such capacity, the “Do

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