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CONTRACT 3746C Amendment Agreement No. 3746C THIRD AMENDMENT TO LICENSE AGREEMENT BETWEEN THE CITY OF EL SEGUNDO,CALIFORNIA AND MATTEL,INC. This Third Amendment (the "Third Amendment"), effective as of the 27thlay of August , 2014 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, the First Amendment entered into as of April 20, 2010 and the Second Amendment entered into as of December 6, 2011 (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 31,2017. 2) No Further Amendments:Restatement. Except as amended by this Third 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 Third Amendment shall have the same meaning given such terms in the Agreement, unless otherwise defined herein or unless the context indicates otherwise in this Third Amendment. IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the date first above written. The City of 'Segundo, California Mattel,Inc. By: 13�: Name: Greg Carpenter Nei, e eyorclael� Title: City Manager Title: V.P.,Legal&Business Affairs Date: Date: � ,_ CITY ATTORNEY ON of FI Samndo