Receivables Purchase Agreement - Mattel Factoring Inc., Mattel Inc., Bank of America NA, The Chase Manhattan Bank, Fleet National Bank, Toronto Dominion Inc., ABN AMRO Bank Nv, Union Bank Of California NA, Banque Nationale de Paris, Dresdner Bank AG, Manufacturers & Traders Trust Co., Citicorp USA Inc., Societe Generale, The Industrial Bank of Japan Ltd., The Northern Trust Co.


                              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').

                                    RECITAL

     Each Seller Party, the Purchasers and the Agent desire to amend the
Agreement on the terms and conditions set forth herein.

     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 follows:

     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:



              S&P/Moody's/                       Applicable Margin
              Duff & Phelps
-----------------------------------------------------------------------
                                               
          AA-/Aa3/AA- or higher                      30.0 bps
-----------------------------------------------------------------------
            A/A2/A or higher                         44.5 bps
-----------------------------------------------------------------------
                A-/A3/A-                             52.5 bps
-----------------------------------------------------------------------


     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: 

                                      -1-
 
          '(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,' respectively, or
     the second highest long-term unsecured debt rating assigned to an Obligor
     by S&P, Moody's or Duff falls below `A-', `A3' or `A-,' respectively.'

     2.4   Section 10.2 of the Agreement is amended by inserting 'provided,
however, that with respect to a Termination Event described in Section 10.1(e)
or (i), only the commitment of the Purchasers to purchase undivided interests in
the Receivables of the affected Obligor shall be terminated' at the end of the
first sentence before the period.

     3.   Representations and Warranties.  Each Seller Party severally
represents and warrants, as to itself alone, as applicable, to the Agent and the
Purchasers as follows:

     3.1  Authorization.  The execution, delivery and performance of this
Amendment by such Seller Party has been duly authorized by all necessary
corporate action by such Seller Party and has been duly executed and delivered
by such Seller Party.

     3.2  Binding Obligation.  This Amendment and the Agreement are legal, valid
and binding agreements of such Seller Party, enforceable in accordance with
their respective terms, except to the extent enforceability thereof may be
limited by applicable law relating to bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or limiting creditors' rights
generally or by the application of general principles of equity.

     3.3  No Legal Obstacle to Agreements.  Neither the execution of this
Amendment nor the performance of the Agreement by such Seller Party has
constituted or resulted in or will constitute or result in a breach of the
provisions of any material agreement, or the violation of any law, judgment,
decree or governmental order, rule or regulation applicable to such Seller
Party, or result in the creation under any material agreement of any security
interest, lien, charge, or encumbrance upon any of the assets of such Seller
Party other than pursuant to the Agreement.  No approval or authorization of any
Person is required to be obtained by such Seller Party to permit the execution,
delivery or performance by such Seller Party of this Amendment.

     3.4  Incorporation of Certain Representations.  The representations and
warranties of each Seller Party set forth in Article V of the Agreement are true
and correct as to itself alone in all material respects on and as of the date
hereof as though made on and as of the date hereof except to the extent such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties were true and correct in all material
respects on and as of such earlier date.

     3.5  Default.  No event has occurred and is continuing, or would result
from this Amendment, which constitutes a Servicer Default.

     4.  Conditions, Effectiveness.  The effectiveness of this Amendment shall
be subject to the compliance by each Seller Party with its agreements herein
contained, and to the delivery of the following to the Agent in form and
substance satisfactory to the Agent:

                                      -2-
 
     4.1  Corporate Resolutions.  A copy of a resolution or resolutions passed
by the Board of Directors of each Seller Party, certified by the Secretary or an
Assistant Secretary of each Seller Party as being in full force and effect on
the date hereof, authorizing the amendments to the Agreement herein provided for
and the execution, delivery and performance of this Amendment.

     4.2  Authorized Signatories.  A certificate, signed by the Secretary or an
Assistant Secretary of each Seller Party dated the date hereof, as to the
incumbency of the person or persons authorized to execute and deliver this
Amendment and any instrument or agreement required hereunder on behalf of each
Seller Party.

     5.  Miscellaneous.

     5.1  Effectiveness of the Agreements.  Except as hereby amended, the
Agreement shall remain in full force and effect.

     5.2  Waivers.  In connection with the purchase of any Receivables prior to
the date of this Amendment, the Purchasers and the Agent hereby waive any
condition precedent under Section 3.2(a)(ii) or Termination Event under Section
10.1(i) of the Agreement relating to the debt ratings of Toys 'R' Us, Inc.  This
Amendment is specific in time and in intent and does not constitute, nor should
it be construed as, a waiver of any other right, power or privilege under the
Agreement, or under any agreement, contract, indenture, document or instrument
mentioned in the Agreement; nor does it preclude any exercise thereof or the
exercise of any other right, power or privilege, nor shall any future waiver of
any right, power, privilege or default hereunder, or under any agreement,
contract, indenture, document or instrument mentioned in the Agreement,
constitute a waiver of any other default of the same or of any other term or
provision.

     5.3  Counterparts.  This Amendment may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.  This Amendment shall become effective
as of the effective date written above upon each Seller Party, the Requisite
Purchasers and the Agent signing a copy hereof, whether the same or
counterparts, and the same shall have been delivered to the Agent.

     5.4  Jurisdiction.  This Amendment, and any instrument or agreement
required hereunder, shall be governed by and construed under the laws of the
State of California.

                                      -3-
 
     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Receivables Purchase Agreement to be duly executed and delivered as of the date
first written above.

                              MATTEL FACTORING INC., as Transferor

                              MATTEL, INC., as Guarantor and Servicer



                              By: /s/ William Stavro
                                 -------------------------------
                                             William Stavro
                                       Senior Vice President and
                                               Treasurer

                                      S-1
 
                              BANK OF AMERICA, N.A., as Agent



                              By:/s/ Gina Meador
                                 --------------------------------------
                                              Gina Meador
                                            Vice President

                              BANK OF AMERICA, N.A., as a Purchaser



                              By:/s/ Robert W. Troutman
                                 --------------------------------------
                                           Robert W. Troutman
                                           Managing Director

                                      S-2
 
                              THE CHASE MANHATTAN BANK



                              By:/s/ William P. Rindfuss
                                 --------------------------------------
                              Title: Vice President
                                    -----------------------------------

                                      S-3
 
                              FLEET NATIONAL BANK



                              By:/s/ Jorge A. Schwarz
                                 --------------------------------------
                              Title: Director
                                    -----------------------------------

                                      S-4
 
                              TORONTO DOMINION (TEXAS), INC.



                              By:/s/ Debbie A. Greene
                                 --------------------------------------
                              Title: Vice President
                                    -----------------------------------

                                      S-5
 
                              ABN AMRO BANK N.V.



                              By: /s/ Ellen M. Coleman
                                 --------------------------------------
                                           Ellen M. Coleman

                              Title: Group Vice President
                                    -----------------------------------



                              By: /s/ Mitsoo Iravani
                                 --------------------------------------
                                           Mitsoo Iravani

                              Title: Assistant Vice President
                                    -----------------------------------

                                      S-6
 
                              UNION BANK OF CALIFORNIA, N.A.



                              By: /s/ Ronald L. Watterworth
                                  -------------------------------------
                              Title: Vice Pres.
                                    -----------------------------------

                                     S-7
 
                              BANQUE NATIONALE DE PARIS



                              By: /s/ Clive Bettles
                                 --------------------------------------

                              Title: Senior Vice President & Manager
                                    -----------------------------------


                              By: /s/ Mitchell M. Ozawa
                                 --------------------------------------

                              Title: Vice President
                                    -----------------------------------

                                      S-8
 
                              DRESDNER BANK AG, New York and Grand 
                              Cayman Branches



                              By: /s/ A. Richard Morris
                                 --------------------------------------
                                             A. Richard Morris

                              Title: First Vice President
                                    -----------------------------------



                              By: /s/ Xinyue Jasmine Geffner
                                 --------------------------------------
                                          Xinyue Jasmine Geffner

                              Title: Assistant Vice President
                                    -----------------------------------

                                      S-9
 
                              MANUFACTURERS & TRADERS TRUST CO.



                              By: /s/ Christopher Kania
                                 --------------------------------------

                              Title: Vice President
                                    -----------------------------------

                                     S-10
 
                              CITICORP USA, INC.



                              By: /s/ William Royer
                                 --------------------------------------

                              Title: Attorney-in-Fact
                                    -----------------------------------

                                     S-11
 
                              SOCIETE GENERALE, NEW YORK
                              BRANCH


                              By: /s/ Robert Petersen
                                 --------------------------------------
                                            Robert Petersen

                              Title: Director
                                    -----------------------------------

                                     S-12
 
                              THE INDUSTRIAL BANK OF JAPAN, LIMITED



                              By: /s/ Vicente L. Timiraos
                                 --------------------------------------

                              Title: Joint General Manager
                                    -----------------------------------

                                     S-13
 
                              THE NORTHERN TRUST COMPANY



                              By: /s/ Jaron Grimm
                                 --------------------------------------

                              Title: Vice President
                                    -----------------------------------

                                     S-14