EXHIBIT 99.3

[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 Silic 145
	94523 Rungis Cedex
	France
	Mattel GmbH
	Postfach 10 20 70
	63266 Dreieich
	Germany

July 1^st, 2002

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 in 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 of Commitment 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) 29^th june 2003 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 1st July, 2002.

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/    NIEK VOLKERS

Société Générale Bank Nederland

Accepted and agreed

/S/    JOOP VAN DER HAAR

Mattel International Holdings B.V.

/S/    JOOP VAN DER HAAR

Mattel France S.A.S.

/S/    JOOP VAN DER HAAR

Mattel GmbH