MATTEL INC /DE/
1ST AMEND. TO TERM LOAN AGRMNT. DATED 8/17/00
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>10
<FILENAME>dex104.txt
<DESCRIPTION>1ST AMEND. TO TERM LOAN AGRMNT. DATED 8/17/00
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.4

                                August 17, 2000


The Industrial Bank of Japan, Limited,
 as Administrative Agent and sole Lender
350 South Grand Avenue, Suite 1500
Los Angeles, California 90071
Attention:  J. Blake Seaton
            Vice President


        Re:   First Amendment to Term Loan Agreement


Ladies and Gentlemen:

     We refer to the Term Loan Agreement dated as of July 17, 2000 (the "Loan
                                                                         ----
Agreement") among Mattel, Inc. (the "Company"), The Industrial Bank of Japan,
---------                            -------
Limited, as sole lender thereunder (in such capacity, the "Lender"), The
                                                           ------
Industrial Bank of Japan, Limited, as administrative agent for the Lender (in
such capacity, the "Administrative Agent") and as co-syndication agent, and
                    --------------------
Bear, Stearns & Co. Inc., as co-syndication agent.  Terms defined in the Loan
Agreement and not otherwise defined herein have the same respective meanings
when used herein.

     1.  Effective as of the date of this letter amendment but subject to the
terms and conditions hereof, the Loan Agreement is hereby amended as set forth
below.

         The definition of "Requisite Lenders" in Section 1.01 of the Loan
Agreement is amended in full to read as follows:

         "'Requisite Lenders' means, as at any date of determination, (a) so
           -----------------
     long as IBJ has greater than 62.5% of the then aggregate unpaid principal
     amount of the Loans, Lenders having at least 85% of the then aggregate
     unpaid principal amount of the Loans, (b) so long as IBJ has greater than
     47.5%, but less than or equal to 62.5%, of the then aggregate unpaid
     principal amount of the Loans, Lenders having at least 75% of the then
     aggregate unpaid principal amount of the Loans, (c) so long as IBJ has
     greater than 25%, but less than or equal to 47.5%, of the then aggregate
     unpaid principal amount of the Loans, Lenders having at least 66.7% of the
     then aggregate unpaid principal amount of the Loans and (d) so long as IBJ
     has less than or equal to 25% of the then aggregate unpaid principal amount
     of the Loans, Lenders having at least 51% of the then aggregate unpaid
     principal amount of the Loans."
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August 17, 2000
Page 2


     2.  The Company hereby represents and warrants for the benefit of the
Lender and the Administrative Agent that no event has occurred and is
continuing, or would result from the effectiveness of this letter amendment,
that constitutes a Default or an Event of Default.

     3.  If you agree to the terms and conditions set forth herein, please
evidence your agreement by executing and returning six counterparts of this
letter amendment to the Administrative Agent. This letter amendment shall become
effective as of the date first set forth above when and if (a) the Company and
the Lender execute counterparts of this letter amendment and deliver them to the
Administrative Agent and (b) Fisher-Price and Mattel Sales execute counterparts
of this letter amendment, evidencing their consent hereto, and deliver them to
the Administrative Agent.

     4.  On and after the effective date of this letter amendment, each
reference in the Loan Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import referring to the Loan Agreement, and each
reference in the other Loan Documents to "the Loan Agreement," "thereunder,"
"thereof," "therein" or words of like import referring to the Loan Agreement,
shall mean and be a reference to the Loan Agreement as amended by this letter
amendment. The Loan Agreement, as amended by this letter amendment, is and shall
continue to be in full force and effect and is hereby ratified and confirmed in
all respects.

     5.  This letter amendment may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which counterparts shall
be an original and all of which taken together shall constitute one and the same
letter amendment.

     6.  THIS LETTER AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REFERENCE TO THE
CHOICE-OF-LAW PRINCIPLES THEREOF.

                                         Very truly yours,

                                         MATTEL, INC.


                                         By: /s/ William Stavro
                                            -----------------------------
                                              William Stavro
                                              Senior Vice President
                                               and Treasurer
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August 17, 2000
Page 3


Agreed as of the date first written above:


THE INDUSTRIAL BANK OF JAPAN, LIMITED,
 as Administrative Agent and sole Lender


By: /s/ Vicente L. Timiraos
   ---------------------------
Name: Vicente L. Timiraos
     -------------------------
Title: Joint General Manager
      ------------------------


Each of (i) FISHER-PRICE, INC., as guarantor under that certain Fisher-Price
Continuing Guaranty dated as of July 17, 2000 and (ii) MATTEL SALES CORP., as
guarantor under that certain Mattel Sales Corp. Continuing Guaranty dated as of
July 17, 2000 (each a "Guaranty"), each in favor of The Industrial Bank of
                       --------
Japan, Limited, as Administrative Agent, (the "Agent"), hereby consents to the
                                               -----
above letter amendment and hereby confirms and agrees that its Guaranty is and
shall continue to be in full force and effect and is ratified and confirmed in
all respects, except that, on and after the effective date of the letter
amendment, each reference in such Guaranty to "the Loan Agreement,"
"thereunder," "thereof," "therein" or any other expression of like import
referring to the Loan Agreement (as defined in the letter amendment) shall mean
and be a reference to the Loan Agreement as amended by the letter amendment.


FISHER-PRICE, INC


By: /s/ William Stavro
    ---------------------------
Name:  William Stavro
      -------------------------
Title:  Senior Vice President
       ------------------------
        and Treasurer
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August 17, 2000
Page 4


MATTEL SALES CORP.


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

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