Mattel (MAT) 10-Q 2004 Q2 Quarterly report

EXHIBIT 99.0

[Letterhead of SGBN]

To: Mattel International Holdings B.V.

Gondel 1 P.O. Box 576

1180 AN Amstelveen

The Netherlands

Mattel France S.A.S.

27-33 rue d’Antony Sille 145

94523 Rungis Cedex

France

Mattel GmbH

Postfach 10 20 70

63266 Dreieich

Germany

July 12^th, 2004

Dear Sirs

Master Agreement for the Transfer of Receivables dated 30th November, 2001 between yourselves as the Bank, Mattel France S.A. and Mattel GmbH as the Sellers and ourselves as the Depositor (the “Master Agreement”)

We refer to the Master Agreement and terms defined therein shall have the same meaning when used to this letter. You have requested the extension of the Commitment Termination Date pursuant to Clause 2.2 (b) of the Master Agreement.

We agree to your request, such that the definition ofCommitment Termination Date in Clause 1.1 of the Master Agreement shall be amended to read as follows:

“Commitment Termination Date

means the earliest of the following dates:

(a) 24^th June 2005 or, if that is not a Business Day, the immediately preceding Business Day (as this date may be extended from time to time in accordance with Clause 2.2 (Duration of Commitment)); or

(b) the date on which the Commitment is terminated in accordance with Clauses 17.1 (Reduction of the Maximum amount of the Bank’s Funding), 15.17 (Termination) or 21.1 (Gross up).”

This amendment shall take effect on 25th June, 2004.

Please confirm your agreement to the matters set out above by countersigning the enclosed copy of this letter and returning it to us.

This letter is governed by Dutch law and is designated a Closing Document.

Yours faithfully,
/s/    GINETTE BARRAUD         Ginette Barraud Société Générale Bank Nederland N.V.	/s/    ERNST BRANDON Ernst Brandon Societe Generale Bank Netherland N.V.
Accepted and agreed
/s/    RICHARD KEI         Richard Kei Mattel International Holdings B.V.
/s/    FRANCOISE GREVISSE         Francoise Grevisse Mattel France S.A.S.
/s/    HERMAN GEIS         Herman Geis Mattel GmbH