<PAGE>   1 


EXHIBIT 10.12





        AMENDMENT NO. 4 TO AMENDED AND RESTATED 
        LOAN AND SECURITY AGREEMENT 



                THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AND 
SECURITY AGREEMENT ("Amendment"), dated as of December __, 1997 is 
entered into between GALOOB TOYS, INC. (f/k/a Lewis Galoob Toys, Inc.), 
a Delaware corporation ("Debtor"), and CONGRESS FINANCIAL CORPORATION 
(CENTRAL) ("Congress").  


        W I T N E S E T H:

                WHEREAS, the parties hereto are parties to that certain 
Amended and Restated Loan and Security Agreement dated as of March 31, 
1995 (as amended and/or modified prior to the date hereof, the "Existing 
Agreement," and as amended by this Amendment, the "Loan Agreement"; 
capitalized terms used herein not otherwise defined herein shall have 
the meanings ascribed to such terms in the Loan Agreement); and

                WHEREAS, Debtor and Congress desire to amend the Existing 
Agreement to, inter alia, (i) increase the amount of credit available to 
Debtor to $75,000,000, (ii) extend the scheduled maturity date in 
Section 2.5 of the Existing Agreement, (iii) modify the interest rates 
and other fees under the Existing Agreement and (iv) provide for other 
modifications of the Existing Agreement, as described below.

                NOW, THEREFORE, in consideration of the premises, the mutual 
covenants herein contained and other good and valuable consideration 
(the receipt, adequacy and sufficiency of which are hereby 
acknowledged), the parties hereto, intending legally to be bound, hereby 
agree as follows:

                1.  Amendment to Existing Agreement.

                1.1.   The definitions contained in Section 1.1 of the 
Existing Agreement shall be amended to reflect the following additions 
or, in the case of terms already defined in the Existing Agreement, 
modifications:

                        "Adjusted Eurodollar Rate" shall mean, with respect to 
each Interest Period for any Eurodollar Rate Loan, the rate 
per annum (rounded upwards, if necessary, to the next one-
sixteenth (1/16) of one (1%) percent) determined by dividing 
(a) the Eurodollar Rate for such Interest Period by (b) a 
percentage equal to: (i) one (1) minus (ii) the Reserve 
Percentage.  For purposes hereof, "Reserve Percentage" shall 
mean the reserve percentage, expressed as a decimal, 
prescribed by any United States or foreign banking authority 
for determining the reserve requirement which is or would be 
applicable to deposits of United States dollars in a non-
United States or an international banking office of 
Reference Bank used to fund a Eurodollar Rate Loan or any 
Eurodollar Rate Loan made with the proceeds of such deposit, 
whether or not the Reference Bank actually holds or has made 
any such deposits or loans.  The Adjusted Eurodollar Rate 
shall be adjusted on and as of the effective day of any 
change in the Reserve Percentage.

                        "Business Day" shall mean (a) for the Prime Rate 
Loans, any day other than a Saturday, Sunday, or other day 
on which commercial banks are authorized or required to 
close under the laws of the States of New York or Illinois 
or the Commonwealth of Pennsylvania, and a day on which the 
Reference Bank and Lender are open for the transaction of 
business, and (b) for all Eurodollar Rate Loans, any such 
day as described in (a) above in this definition of Business 
Day, excluding any day on which banks are closed for 
dealings in dollar deposits in the London interbank market 
or other applicable Eurodollar Rate market.

                        "Eurodollar Rate" shall mean with respect to the 
Interest Period for a Eurodollar Rate Loan, the interest 
rate per annum equal to the arithmetic average of the rates 
of interest per annum (rounded upwards, if necessary, to the 
next one-sixteenth (1/16) of one (1%) percent) at which 
Reference Bank is offered deposits of United States dollars 
in the London interbank market (or other Eurodollar Rate 
market selected by Debtor and approved by Lender) on or 
about 9:00 a.m. (New York time) two (2) Business Days prior 
to the commencement of such Interest Period in amounts 
substantially equal to the principal amount of the 
Eurodollar Rate Loans requested by and available to Debtor 
in accordance with this Agreement, with a maturity of 
comparable duration to the Interest Period selected by 
Debtor.

                        "Eurodollar Rate Loans" shall mean any Loans or 
portion thereof on which interest is payable based on the 
Adjusted Eurodollar Rate in accordance with the terms 
hereof.

                        "Interest Period" shall mean for any Eurodollar Rate 
Loan, a period of approximately one (1), two (2), or three 
(3) months duration as Debtor may elect, the exact duration 
to be determined in accordance with the customary practice 
in the applicable Eurodollar Rate market; provided, that, 
Debtor may not elect an Interest Period which will end after 
the last day of the then-current term of this Agreement.

                        "Interest Rate" shall mean, as to Prime Rate Loans, 
the Prime Rate and, as to Eurodollar Rate Loans, a rate of 
one and three quarters percent (1 3/4%) per annum in excess 
of the Adjusted Eurodollar Rate (based on the Eurodollar 
Rate applicable for the Interest Period selected by Debtor 
as in effect three (3) Business Days after the date of 
receipt by Lender of the request of Debtor for such 
Eurodollar Rate Loans in accordance with the terms hereof, 
whether such rate is higher or lower than any rate 
previously quoted to Debtor); provided that, the Interest 
Rate shall mean the rate of two percent (2%) per annum in 
excess of the Prime Rate as to Prime Rate Loans and the rate 
of three and three quarters percent (3 3/4%) per annum in 
excess of the Adjusted Eurodollar Rate as to Eurodollar Rate 
Loans, at Lender's option, without notice, (a) for the 
period on and after the date of termination or non-renewal 
hereof, or the date of the occurrence of any Event of 
Default or event which with notice or passage of time or 
both would constitute an Event of Default, and for so long 
as such Event of Default or other event is continuing as 
determined by Lender and until such time as all Obligations 
are indefeasibly paid in full (notwithstanding entry of any 
judgment against Debtor) and (b) on the Revolving Loans at 
any time outstanding in excess of the amounts available to 
Debtor under Section 2 (whether or not such excess(es), 
arise or are made with or without Lender's knowledge or 
consent and whether made before or after an Event of 
Default).

                        "Maximum Credit" shall mean the amount of $75,000,000.

                        "Prime Rate Loans" shall mean any Loans or portion 
thereof on which interest is payable based on the Prime Rate 
in accordance with the terms thereof.

                        "Reference Bank" shall mean CoreStates Bank, N.A., or 
such other bank as Lender may from time to time designate.

                        "Settlement Agreement" shall mean that certain 
Settlement and Release Agreement dated as of June 2, 1997 
between Debtor and Hedeen and Companies, FunMaker, Clemens 
V. Hedeen, Jr., Patti Jo Hedeen, Ned Cain, Carol Cain, C.V. 
Hedeen's Fun Factory, Hedeen International and CV Hedeen's 
Fun City, U.S.A.

                1.2  The definition of "Eligible Accounts" set forth in 
Section 1.1 of the Existing Agreement is hereby amended by deleting the 
phrase "30 days" which appear in clause (c) of the third sentence 
thereof and inserting the phrase "60 days" in their place.

                1.3  The definition of Eligible Inventory set forth in 
Section 1.1 of the Existing Agreement is hereby amended by amending and 
restating clause (e) thereof to read as follows:

                        "(e)    The Inventory is (i) at a location permitted 
under Section 8.24 hereof or (ii) in transit to such a 
location, Congress has a first priority perfected security 
interest in such Inventory and Debtor has delivered to 
Congress such documents or instruments, which shall be in 
form and substance satisfactory to Congress, as are 
necessary, appropriate or desirable to perfect or otherwise 
protect Congress' interest in such Inventory."

                1.4  Section 2.1 of the Existing Agreement is hereby amended 
as follows:

                        (a)     The words "seventy five percent (75%)" are 
hereby deleted from the first sentence of Section 2.1 of the 
Existing Agreement and the words "eighty percent (80%)" are 
hereby inserted in their place.

                        (b)     Clause (b) in the first sentence of 
Section 2.1 of the Existing Agreement is hereby 
amended and restated to read as "fifty percent 
(50%) of the Value of Eligible Inventory".

                        (c)     The dollar amount "$8,000,000" is 
hereby deleted from the second sentence of 
Section 2.1 of the Existing Agreement and the 
dollar amount "$12,000,000" is hereby inserted 
in its place.

                1.5  Section 2.3 of the Existing Agreement is hereby amended 
by deleting the dollar amount "$60,000,000" which appears therein and 
inserting the dollar amount "$75,000,000" in its place.

                1.6  Section 2.5 of the Existing Agreement is hereby amended 
and restated in its entirety to read as follows:

                        "2.5  Term of Agreement.  This Agreement shall be 
effective as of its date and shall continue in full force 
and effect for a term ending on December 31, 2000, unless 
sooner terminated pursuant to the terms hereof.  Congress 
shall have the right to terminate this Agreement immediately 
at any time upon the occurrence of an Event of Default.  
Debtor shall have the right to terminate this Agreement upon 
not less than 30 days prior written notice to Congress by 
indefeasibly paying to Congress all Obligations.  Upon 
expiration of the term of this Agreement, all Obligations 
shall become due and payable, without demand or notice of 
any kind.   No termination of this Agreement, however, shall 
relieve or discharge Debtor of its duties, obligations and 
covenants hereunder until all Obligations have been paid in 
full, and Congress' continuing security interest in the 
Collateral shall remain in effect until such Obligations 
have been fully discharged."

                1.7  Section 2.6 of the Existing Agreement is hereby amended 
and restated in its entirety to read as follows:  

                        "2.6  Early Termination.  If Congress terminates this 
Agreement (i) upon the occurrence of an Event of Default, 
and Congress is repaid prior to September 30, 2000 or (ii) 
at Debtor's request, and Congress is repaid prior to 
September 30, 2000, in view of the impracticability and 
extreme difficulty in ascertaining actual damages and by 
mutual agreement of the parties as to a reasonable 
calculation of Congress' lost profits as a result thereof, 
Debtor hereby agrees that it shall pay to Congress, upon the 
effective date of such termination, an early termination fee 
in an amount equal to one percent (1.0%) of the Maximum 
Credit, if such termination occurs prior to September 30, 
2000; provided, however, that no such early termination fee 
shall be payable hereunder if, Congress is fully repaid upon 
the termination of this Agreement (i) with the proceeds 
received by the Debtor of a sale of an equity interest in, 
or equity securities of, Debtor or (ii) which occurs upon a 
Change in Control.  Such termination fee shall be presumed 
to be the amount of damages sustained by said early 
termination and Debtor agrees that it is reasonable under 
the circumstances currently existing.  The early termination 
fee provided for in this Section 2.6 shall be deemed 
included in the Obligations;"

                1.8  Section 3.1 of the Existing Agreement is hereby amended 
and restated in its entirety to read as follows:

                        "3.1     Interest.

                        (a)     Debtor shall pay to Congress interest on the 
daily average outstanding principal amount of the Loans and, 
to the extent permitted by applicable law, the other non-
contingent Obligations from and after the date when actually 
paid by Lender, at the Interest Rate (with all Obligations 
which are not Loans being treated as Prime Rate Loans solely 
for this purpose).  All interest accruing hereunder on and 
after the date of any Event of Default or termination or 
non-renewal hereof shall be payable on demand.

                        (b)     Debtor may from time to time request that Prime 
Rate Loans be converted to Eurodollar Rate Loans or that any 
existing Eurodollar Rate Loans continue for an additional 
Interest Period.  Such request from Debtor shall specify the 
amount of the Prime Rate Loans which will constitute 
Eurodollar Rate Loans (subject to the limits set forth 
below) and the Interest Period to be applicable to such 
Eurodollar Rate Loans.  Subject to the terms and conditions 
contained herein, three (3) Business Days after receipt by 
Lender of such a request from Debtor, such Prime Rate Loans 
shall be converted to Eurodollar Rate Loans or such 
Eurodollar Rate Loans shall continue, as the case may be, 
provided, that, (i) no Event of Default, or event which with 
notice or passage of time or both would constitute an Event 
of Default exists or has occurred and is continuing, (ii) no 
party hereto shall have sent any notice of termination or 
non-renewal of this Agreement, (iii) Debtor shall have 
complied with such customary procedures as are established 
by Lender and specified by Lender to Debtor from time to 
time for requests by Debtor for Eurodollar Rate Loans, (iv) 
no more than four (4) Interest Periods may be in effect at 
any one time, (v) the aggregate amount of the Eurodollar 
Rate Loans must be in an amount not less than $5,000,000 or 
an integral multiple of $1,000,000 in excess thereof, (vi) 
the maximum amount of the Eurodollar Rate Loans at any time 
requested by Debtor shall not exceed the amount equal to 
eighty-five (85%) percent of the daily average of the 
principal amount of the Revolving Loans which it is 
anticipated will be outstanding during the applicable 
Interest Period, as determined by Lender (but with no 
obligation of Lender to make such Revolving Loans) and (vii) 
Lender shall have determined that the Interest Period or 
Adjusted Eurodollar Rate is available to Lender through the 
Reference Bank and can be readily determined as of the date 
of the request for such Eurodollar Rate Loan by Debtor.  Any 
request by Debtor to convert Prime Rate Loans to Eurodollar 
Rate Loans or to continue any existing Eurodollar Rate Loans 
shall be irrevocable.  Notwithstanding anything to the 
contrary contained herein, Lender and Reference Bank shall 
not be required to purchase United States Dollar deposits in 
the London interbank market or other applicable Eurodollar 
Rate market to fund any Eurodollar Rate Loans, but the 
provisions hereof shall be deemed to apply as if Lender and 
Reference Bank had purchased such deposits to fund the 
Eurodollar Rate Loans.

                        (c)     Any Eurodollar Rate Loans shall automatically 
convert to Prime Rate Loans upon the last day of the 
applicable Interest Period, unless Lender has received and 
approved a request to continue such Eurodollar Rate Loan at 
least three (3) Business Days prior to such last day in 
accordance with the terms hereof.  Any Eurodollar Rate Loans 
shall, at Lender's option, upon notice by Lender to Debtor, 
convert to Prime Rate Loans in the event that (i) an Event 
of Default or event which with the notice or passage of time 
or both would constitute an Event of Default, shall exist, 
(ii) this Agreement shall terminate or not be renewed, or 
(iii) the aggregate principal amount of the Prime Rate Loans 
which have previously been converted to Eurodollar Rate 
Loans or existing Eurodollar Rate Loans continued, as the 
case may be, at the beginning of an Interest Period shall at 
any time during such Interest Period exceed either (A) the 
aggregate principal amount of the Loans then outstanding, or 
(B) the sum of the then outstanding principal amount of the 
Revolving Loans then available to Debtor under Section 2 
hereof.  Debtor shall pay to Lender, upon demand by Lender 
(or Lender may, at its option, charge any loan account of 
Debtor) any amounts required to compensate Lender, the 
Reference Bank or any participant with Lender for any loss 
(including loss of anticipated profits), cost or expense 
incurred by such person, as a result of the conversion of 
Eurodollar Rate Loans to Prime Rate Loans pursuant to any of 
the foregoing.

                        (d)     Interest shall be payable by Debtor to Lender 
monthly in arrears not later than the first day of each 
calendar month and shall be calculated on the basis of a 
three hundred sixty (360) day year and actual days elapsed. 
 The interest rate on non-contingent Obligations (other than 
Eurodollar Rate Loans) shall increase or decrease by an 
amount equal to each increase or decrease in the Prime Rate 
effective on the first day of the month after any change in 
such Prime Rate is announced based on the Prime Rate in 
effect on the last day of the month in which any such change 
occurs.  In no event shall charges constituting interest 
payable by Debtor to Lender exceed the maximum amount or the 
rate permitted under any applicable law or regulation, and 
if any such part or provision of this Agreement is in 
contravention of any such law or regulation, such part or 
provision shall be deemed amended to conform thereto."

                1.9  Section 3.2 of the Existing Agreement is hereby amended 
and restated in its entirety to read as follows:

                        "3.2  Changes in Laws and Increased Costs of Loans.

                        (a)     Notwithstanding anything to the contrary 
contained herein, all Eurodollar Rate Loans shall, upon 
notice by Lender to Debtor, convert to Prime Rate Loans in 
the event that (i) any change in applicable law or 
regulation (or the interpretation or administration thereof) 
shall either (A) make it unlawful for Lender, Reference Bank 
or any participant to make or maintain Eurodollar Rate Loans 
or to comply with the terms hereof in connection with the 
Eurodollar Rate Loans, by an amount deemed by Lender to be 
material, or (B) shall result in the increase in the costs 
to Lender, Reference Bank or any participant of making or 
maintaining any Eurodollar Rate Loans or (C) reduce the 
amounts received or receivable by Lender in respect thereof, 
by an amount deemed by Lender to be material or (ii) the 
cost to Lender, Reference Bank or any participant of making 
or maintaining any Eurodollar Rate Loans shall otherwise 
increase by an amount deemed by Lender to be material. 
Debtor shall pay to Lender, upon demand by Lender (or Lender 
may, at its option, charge any loan account of Debtor) any 
amounts required to compensate Lender, the Reference Bank or 
any participant with Lender for any loss (including loss of 
anticipated profits), cost or expense incurred by such 
person as a result of the foregoing, including, without 
limitation, any such loss, cost or expense incurred by 
reason of the liquidation or reemployment of deposits or 
other funds acquired by such person to make or maintain the 
Eurodollar Rate Loans or any portion thereof.  A certificate 
of Lender setting forth the basis for the determination of 
such amount necessary to compensate Lender as aforesaid 
shall be delivered to Debtor.

                     (b)  If any payments or prepayments in respect of the
Eurodollar Rate Loans are received by Lender other than on 
the last day of the applicable Interest Period (whether 
pursuant to acceleration, upon maturity or otherwise), 
including any payments pursuant to the application of 
collections under Section 6.3 or any other payments made 
with the proceeds of Collateral, Debtor shall pay to Lender 
upon demand by Lender (or Lender may, at its option, charge 
any loan account of Debtor) any amounts required to 
compensate Lender, the Reference Bank or any participant 
with Lender for any additional loss (including loss of 
anticipated profits), cost or expense incurred by such 
person as a result of such prepayment or payment, including, 
without limitation, any loss, cost or expense incurred by 
reason of the liquidation or reemployment of deposits or 
other funds acquired by such person to make or maintain such 
Eurodollar Rate Loans or any portion thereof."

                1.10  Section 3.4 of the Existing Agreement is hereby 
amended and restated in its entirety to read as follow:

                        "3.4  Unused Line Fee.  If the average outstanding 
daily principal balance of the sum of all Revolving Loans 
plus Letter of Credit Outstandings in any calendar month 
shall be less than the Maximum Credit, Debtor shall pay to 
Congress in arrears on or before the tenth (10th) day of the 
next succeeding calendar month an unused line fee equal to 
one quarter of one percent (0.25%) per annum upon the 
difference between (A) the average outstanding daily 
principal balance of all such Revolving Loans plus Letter of 
Credit Outstandings in respect of such month and (B) the 
applicable base amount for such month as set forth below:

                Base
        Period                  
        Amount

        January 1, 1998 through September 30, 1998             $25,000,000

        October 1, 1998 and thereafter                         $50,000,000

                1.11  Section 3.6 of the Existing Agreement is hereby 
amended and restated in its entirety to read as follows:

                        "3.6  Amendment Closing Fees.  Debtor shall pay to 
Lender as a closing fee for Amendment No. 4 to this 
Agreement the amount of $750,000, which shall be fully 
earned as of and payable on the effective date of that 
Amendment."

                1.12  Section 8.22(b) of the Existing Agreement is hereby 
amended by deleting the dollar amount "$1,000,000" which appears therein 
and inserting the dollar amount "$2,500,000" in its place.

                1.13    The Existing Agreement is amended by adding a new 
Section 8.26 which shall read as follows:

                        "8.26     Title Insurance  On or prior to December 31, 
1997, Debtor shall deliver to Congress a fully paid lender's 
policy of title insurance, in form and substance 
satisfactory to Congress, with respect to Debtor's 
headquarters building and related real property.

                1.14    Schedules.   Schedules 1.1(b), 7.2, 7.6, 7.9, 7.11(b),
7.14(b), 7.15, 8.6, 8.8 and 9.1(b)(ii) to the Existing Agreement are 
hereby amended and restated to read in their entirety as Schedules 
1.1(b), 7.2, 7.6, 7.9, 7.11(b), 7.14(b), 7.15, 8.6, 8.8 and 9.1(b)(ii) 
hereto.

                2.  Effective Date of this Amendment.  This Amendment shall 
be deemed effective the later of (i) January 1, 1998 or (ii) the date 
when each of the following conditions have been satisfied:

                        (a)  each of the parties to this Amendment shall have 
executed and delivered to each other counterparts hereto;

                        (b)  Congress shall have received the following 
documents, in form and substance acceptable to Congress and 
its counsel:

                                (i)  a certificate of the Secretary of Debtor,
dated as of the date hereof certifying, among other 
things, (a) the names and true signatures of the 
officers of Debtor authorized to execute this 
Amendment and the Amended and Restated Revolving Note; 
(b) that attached thereto is a true and complete copy 
of the Articles of Incorporation and the by-laws of 
Debtor as in effect of the date of such certification; 
and (c) that attached thereto is a true and complete 
copy of the resolutions of Debtor's Board of Directors 
approving and authorizing the execution and delivery 
of this Amendment and the Amended Restated Revolving 
Note;

                                (ii)  a title commitment for $10,000,000 of 
title insurance with respect to Debtor's headquarters 
building;

                                (iii) the Amended and Restated Revolving Credit 
Note (the "Amended and Restated Revolving Note") to 
reflect the increase in the Maximum Credit;

                                (iv)  the Opinion of counsel to the Debtor;

                        (c)  Debtor shall have entered into an agreement with 
Lucas Licensing Ltd., to allow Debtor to manufacture and 
sell small scale versions of the characters, replicas of 
vehicles and other related paraphernalia from the second 
Star Wars Trilogy films (the first of which is currently due 
for release in 1999); and

                        (d)  Congress shall have received an updated 
appraisal, in form and substance acceptable to Congress and 
its counsel in their sole discretion, of Debtor's Inventory.

                3.  Absence of Waiver or Setoff.

                3.1.  No Waiver.  Congress and Debtor agree that the 
amendments set forth in Section 1 hereof shall be limited precisely as 
written and except as expressly set forth in Section 1 of this 
Amendment, shall not be deemed to be a consent to any waiver or 
modification of any other term or condition of the Existing Agreement, 
the Loan Agreement or any Loan Document.

                3.2.  Acknowledgment of Liabilities.  Debtor hereby 
acknowledges and agrees that there is no defense, setoff or counterclaim 
of any kind, nature or description to the Obligations or the payment 
thereof when due.

                4.  Representations.  Debtor hereby represents and warrants 
to Congress that:

                        (i)  Debtor is a corporation duly organized, validly 
existing, and in good standing under the laws of the state 
of its incorporation;

                        (ii)  the execution, delivery and performance of each 
of this Amendment and the Amended and Restated Revolving 
Note by Debtor are within its corporate powers and have been 
duly authorized by all necessary corporate action;

                        (iii)  each of this Amendment and the Amended and 
Restated Revolving Note is a legal, valid, and binding 
obligation of Debtor, enforceable against Debtor in 
accordance with its terms; and

                        (iv)  the Settlement Agreement has been duly executed 
and delivered and constitutes the valid and binding 
obligation of each of the parties thereto, enforceable in 
accordance with its terms, and the Debtor has duly performed 
all of its obligations thereunder and is in full compliance 
therewith.

                5.  References in Other Documents.  References to the 
Existing Agreement in any Loan Document shall be deemed to include a 
reference to the Loan Agreement, whether or not reference is made to 
this Amendment.

                6.  Miscellaneous.

                        (i)  Debtor acknowledges its obligation under the 
Existing Agreement to pay, and specifically agrees to pay on 
demand, any and all costs or expenses of Congress (including 
costs of counsel) in connection with the execution of this 
Amendment regardless of whether the conditions to 
effectiveness shall be satisfied.

                        (ii)  Section headings used in this Amendment are for 
convenience of reference only and shall not affect the 
construction of this Amendment.

                        (iii)  This Amendment may be executed in any number of 
counterparts and by the different parties on separate 
counterparts and each such counterpart shall be deemed to be 
an original, but all such counterparts shall together 
constitute but one and the same agreement.

                        (iv)  This Amendment shall be a contract made under 
and governed by the laws of the State of Illinois, without 
giving effect to principles of conflicts of laws.

                        (v)  All obligations of Debtor and rights of Congress 
that are expressed herein, shall be in addition to and not 
in limitation of those provided by applicable law.

                        (vi)  Whenever possible, each provision of this 
Amendment shall be interpreted in such manner as to be 
effective and valid under applicable law; but if any 
provision of this Amendment shall be prohibited by or 
invalid under applicable law, such provision shall be 
ineffective to the extent of such prohibition or invalidity, 
without invalidating the remainder of such provision or the 
remaining provisions of this Amendment.

                        (vii)  This Amendment shall be binding upon Debtor and 
Congress and their respective successors and assigns, and 
shall inure to the benefit of Debtor and Congress and the 
successors and assigns of Congress.


                IN WITNESS WHEREOF, the parties hereto have caused this 
Amendment to be executed by their respective officers thereunto duly 
authorized, as of the date first above written.


                                                GALOOB TOYS, INC.
                                                (f/k/a Lewis Galoob Toys, Inc.)
                                                 a Delaware corporation



                                                By:                      
                                                    Name:                 
                                                    Title:                 



                                                CONGRESS FINANCIAL CORPORATION
                                                  (CENTRAL)


                                                By:                      
                                                    Name:                 
                                                    Title: