THIS LOAN AGREEMENT (the "Agreement") is entered into as of April 7, 2000, by and between Mattel,
Inc., a Delaware corporation ("Lender") and Adrienne Fontanella ("Borrower"). Borrower and Lender are
sometimes referred to in this Agreement as a "Party" or, collectively, as the "Parties."
WHEREAS, Borrower desires to obtain from Lender a loan in the principal amount of Two Million Dollars
($2,000,000.00) (the "Loan"); and
WHEREAS, as an additional incentive to retain Borrower in the employ of Lender for a period of at three years
from the date hereof, Lender desires to grant Borrower the Loan.
NOW, THEREFORE, in consideration of the terms and conditions herein contained and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
1. Loan Terms.
(a) Principal Amount. Lender shall pay to the order of Borrower, on April 7, 2000, the principal sum of Two
Million Dollars ($2,000,000.00) (the "Principal").
(b) Interest. Interest shall accrue on the outstanding Principal amount at the rate of seven percent (7%) per
annum, compounded annually.
(c) Promissory Note. Borrower's obligation to repay the Loan shall be evidenced by a promissory note
substantially in the form attached as Exhibit A hereto (the "Note"). Borrower shall execute and deliver to Lender
the Note concurrently with execution and delivery of this Agreement.
(d) Repayment. Borrower shall pay to the order of Lender the Principal and accrued interest under the Note on
October 30, 2002, provided, however, that all Principal and accrued but unpaid interest shall become
immediately due and payable thirty (30) days after the date of Borrower's termination of employment with Lender
for any reason prior to October 30, 2002, unless Borrower commences arbitration with respect to the grounds
for such termination of employment within such thirty (30) day period, in which case all Principal and