FIRST AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this "Amendment") is made
and dated as of March 31, 2000, among Mattel Factoring, Inc., a Delaware corporation, as transferor (the
"Transferor"), Mattel, Inc., a Delaware corporation ("Mattel"), as servicer (the "Servicer") and as guarantor (the
"Guarantor"), the financial institutions party hereto as purchasers (together with any successors and assigns, the
"Purchasers") and Bank of America, N.A. (f/k/a/ NationsBank of Texas, N.A.), as the agent for the Purchasers
(in such capacity, together with any successors and assigns, the "Agent"), and amends the Receivables Purchase
Agreement dated as of March 11, 1998 among the Transferor, the Servicer, the Guarantor, the Purchasers and
the Agent (the "Agreement").
Each Seller Party, the Purchasers and the Agent desire to amend the Agreement on the terms and conditions set
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
1. Terms. All terms used herein shall have the same meanings as in the Agreement unless otherwise defined
herein. All references to the Agreement shall mean the Agreement as hereby amended.
2. Amendments. Each Seller Party, the Purchasers and the Agent hereby agree to amend the Agreement as
2.1 The chart in the definition of "Applicable Margin" in Section 1.1 of the Agreement (Certain Defined Terms) is
amended and restated in its entirety as follows:
2.2 Section 3.2(a)(ii) of the Agreement is amended by inserting "with respect to the Obligor on the Listed
Receivables being purchased" after "Termination Event" in both places where such wording appears.
2.3 Section 10.1(i) of the Agreement is amended and restated in its entirety as follows:
"(i) any short-term unsecured debt rating assigned to an Obligor by S&P, Moody's or Duff falls below `A-2,' `P-
2' or `D-2,' res