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CONTRACT 3746B Amendment 3 7 4 6,6 vi E., SECOND AMENDMENT TO LICENSE AGREEMENT BETWEEN THE CITY OF EL SEGUNDO, CALIFORNIA AND MATTEL,INC. This Second Amendment (the "Second Amendment"), effective as of the 6th day of December, 2011 and entered into between the City of El Segundo, California (hereinafter "LICENSOR") and Mattel, Inc. (hereinafter "MATTEL"), amends the agreement entered into as of June 26, 2007 and the First Amendment entered into as of April 20, 2010 (collectively hereinafter the "Agreement"), by and between LICENSOR and MATTEL. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein,the parties agree as follows: 1) Section 2 - Term. Section 2,the Term of the Agreement, shall be extended through December 31,2014. 2) No Further Amendments:Restatement. Except as amended by this Second Amendment, the Agreement shall remain in full force and effect and is hereby restated in full. 3) Definitions. All initial capitalized terms used in this Second Amendment shall have the same meaning given such terms in the Agreement, unless otherwise defined herein or unless the context indicates otherwise in this Second Amendment. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the date first above written. The City of El Segundo,California Mattel,Inc. By: Q� S Name: rg rA,pPntair Nadi : rey Korchek Title:V.P.,Legal &Business Affairs Date: , _... A El Segundo