EXHIBIT 4
AMENDMENT NO. 1
TO
REVOLVING CREDIT AGREEMENT
This Amendment (the "Amendment"), dated as of April 1, 1994,
among Hasbro, Inc., a Rhode Island corporation (the "Borrower")
and The First National Bank of Boston, The Bank of Nova Scotia,
Citibank, N.A., Fleet National Bank, Continental Bank, N.A.,
Mellon Bank, N.A., Union Bank of Switzerland, Credit Lyonnais New
York Branch, and The Toronto Dominion Bank (collectively, the
"Banks") and The First National Bank of Boston, as agent for the
Banks (the "Agent"), amends the Revolving Credit Agreement dated
as of June 22, 1992, among the Borrower, the Banks and the Agent
(as so amended and as may be further amended and in effect from
time to time, the "Credit Agreement"). Capitalized terms used
herein unless otherwise defined shall have the meanings set forth
in the Credit Agreement.
WHEREAS, the Borrower has requested that the Banks and the
Agent make certain amendments to the Credit Agreement and the
Banks and the Agent are agreeable thereto upon the terms and
conditions described herein; and
WHEREAS, Credit Lyonnais New York Branch and The Toronto
Dominion Bank (collectively, the "Declining Banks") have
determined that they do not wish to extend the Maturity Date and
agree to the requested amendments to the Credit Agreement, and the
Declining Banks wish to terminate their Commitments under the
Credit Agreement and to have all obligations owing to them repaid
in full;
NOW, THEREFORE, in consideration of the foregoing premises,
the parties hereby agree as follows:
1. DEFINITIONS. Section 1 of the Credit Agreement is
hereby amended as follows:
1.1.COMMITMENT FEE RATE. The following new definition shall
be inserted immediately after the definition of "Commitment":
"COMMITMENT FEE RATE. (a) With respect to the Revolving
Credit Commitment Fee, effective April 1, 1994, the
applicable annual percentage rate set forth in the table
below opposite the Debt Ratings with respect to Long Term
Senior Debt of the Company then in effect, subject to the
provisions set forth in clauses (i) through (iv) of the
definition of "Margin":
APPLICABLE COMMITTMENT
DEBT RATING FEE RATE
----------- ----------------------
Standard &
Poor's Moody's
-------- -------
A- or better A3 or better 0.125%
BBB+ Baa1 0.15%
BBB Baa2 0.1875%
BBB- or below Baa3 or below 0.225%
(b) The Commitment Fee Rate will be subject to the
provisions relating to Successor Rating Agency and changes in
rating terminology by Standard & Poor's or Moody's as
provided in the definitions of Debt Rating and Margin.
1.2.FINAL MATURITY DATE. The definition of Final Maturity
Date shall be amended by substituting the date "May 31, 1997" for
the date "May 31, 1996" appearing therein.
1.3.MARGIN. The definition of Margin shall be amended (a)
by substituting the following table for the table appearing
therein:
"DEBT RATING APPLICABLE MARGIN
----------- -----------------
Base CD
Standard & Rate Eurocurrency Rate
Poor's Moody's Amounts Rate Amounts Amounts
- ---------- ------- ------- ------------ -------
AA- or better Aa3 or better 0% 0.30% 0.425%
A or better A2 or better 0% 0.325% 0.45%
A- A3 0% 0.35% 0.475%
BBB+ Baa1 0% 0.35% 0.475%
BBB Baa2 0% 0.41% 0.535%
BBB- Baa3 0% 0.50% 0.625%
Below BBB- Below Baa3 The applicable Margins for Debt
Ratings of BBB-/Baa3 subject to
clause (vii) below"
(b) by deleting the text of clause (v) thereof and
substituting therefor the following: "notwithstanding the
foregoing, at all times that the outstanding principal amount
of the Loans exceeds $250,000,000 and the Debt Ratings with
respect to Long Term Senior Debt of the Company are BBB+/Baa1
or below, the applicable margins with respect to
Eurocurrency Rate Amounts and CD Rate Amounts will increase
by 0.125%.
(c) by deleting the text of clause (vi) thereof and
substituting therefor the phrase "intentionally omitted".
1.4. DELETION OF CERTAIN DEFINITIONS. The definitions of
"Consolidated Current Assets", Consolidated Current Liabilities",
"Consolidated Working Capital", and "Qualifying Debt to
Capitalization Ratio" shall be deleted in their entirety.
2. COMMITMENT TO LEND. Section 2.1(c) of the Credit
Agreement is hereby amended by deleting the table in said Section
2.1(c) and substituting therefor the following:
Amount of Commitment
Bank Commitment Percentage
- ---- ---------- ----------
FNBB $100,000,000 22.7272728%
The Bank of Nova Scotia $ 60,000,000 13.6363636%
Citibank, N.A. $ 60,000,000 13.6363636%
Fleet National Bank $ 60,000,000 13.6363636%
Mellon Bank, N.A. $ 60,000,000 13.6363636%
Continental Bank, N.A. $ 50,000,000 11.3636364%
Union Bank of Switzerland $ 50,000,000 11.3636364%
------------ -----------
$440,000,000 100%
3. REVOLVING CREDIT COMMITMENT FEE. Section 2.9(a) of the
Credit Agreement is hereby amended by substituting the following
for the first sentence of said Section 2.9(a):
"The Company agrees to pay to the Agent for the accounts of
the Banks in accordance with their respective Commitment
Percentages a revolving credit commitment fee ("Revolving
Credit Commitment Fee") determined on a quarterly basis, with
respect to the period from the Closing Date to the Final
Maturity Date (or to the date of termination in full of the
Commitments if earlier) at the annual rate equal to the
Commitment Fee Rate from time to time in effect, calculated
on the average daily unutilized portion of the Revolving
Credit Commitment."
4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION.
Section 7.5(c) is hereby amended by deleting the phrase "and
evidencing the Qualifying Debt to Capitalization Ratio, if any,
for the applicable period" in said Section 7.5(c).
5. FISCAL YEAR. Section 7.15 of the Credit Agreement is
hereby amended by inserting the following phrase immediately after
"(b)" in the fifth line thereof, "in the case of a change in
fiscal year where the new fiscal year end is not within 45 days of
the fiscal year end specified in the first sentence of this
7.15,".
6. CONSOLIDATED WORKING CAPITAL. Section 8.5 is hereby
deleted in its entirety and the phrase "intentionally omitted" is
substituted therefor.
7. TERMINATION OF COMMITMENTS. The Commitments of each of
The Toronto Dominion Bank and Credit Lyonnais New York Branch (the
"Declining Banks") is hereby terminated, and from and after the
effectiveness of this Amendment the Declining Banks shall not have
any obligations under or in respect of, or be parties to, the
Credit Agreement or any other Loan Documents, and all references
to the Banks in the Loan Documents shall be deemed not to refer to
the Declining Banks. The Banks, the Borrower and the Agent all
consent and agree to the termination of the Commitments of the
Declining Banks, and to continuing the credit under the Credit
Agreement with a reduced Total Commitment as provided in Section
2.1(b) of the Credit Agreement. The Banks and the Agent
acknowledge and agree that payments shall be made to the Declining
Banks to satisfy all outstanding obligations of the Borrower to
the Declining Banks under the Credit Agreement, including
principal, interest and fees, and that such payments shall not be
shared pro rata with the Remaining Banks; provided, however, that
no such payment shall discharge the liability of the Borrower with
respect to any of its obligations to any Declining Bank which are
expressly stated to survive the termination of the Credit
Agreement.
8. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment No. 1 shall be conditioned upon the satisfaction of the
following conditions precedent:
8.1. DELIVERY OF DOCUMENTS. (a) The Borrower shall have
delivered to the Agent, contemporaneously with the execution
hereof, the following, in form and substance satisfactory to the
Banks:
(i) this Amendment signed by the Borrower;
(ii) certified copies of the resolutions of the Borrower
approving this Amendment No. 1 and the other documents referred to
herein together with Officer's Certificates as to the incumbency
and true signatures of officers; and
(iii) Officer's Certificates of the Borrower certifying as to
the legal existence, good standing, and qualification to do
business of the Borrower.
(b) each Bank shall have delivered to the Agent this
Amendment, signed by such Bank.
8.2. LEGALITY OF TRANSACTION. No change in applicable law
shall have occurred as a consequence of which it shall have become
and continue to be unlawful on the date this Amendment is to
become effective (a) for the Agent or any Bank to perform any of
its obligations under any of the Loan Documents or (b) for the
Borrower to perform any of its agreements or obligations under any
of the Loan Documents.
8.3. PERFORMANCE. The Borrower shall have duly and properly
performed, complied with and observed in all material respects its
covenants, agreements and obligations contained in the Loan
Documents required to be performed, complied with or observed by
it on or prior to the date this Amendment is to become effective.
No event shall have occurred on or prior to the date this
Amendment is to become effective and be continuing, and no
condition shall exist on the date this Amendment is to become
effective which constitutes a Default or Event of Default under
any of the Loan Documents.
8.4. ASSIGNMENTS AND ACCEPTANCES. (i) The Toronto Dominion
Bank ("TD") shall have assigned and sold to each of Mellon Bank,
N.A. and Union Bank of Switzerland a portion of its Commitment in
the amount of $10,000,000, and Mellon Bank, N.A. and Union Bank of
Switzerland shall have assumed and accepted from TD, such portion
of TD's interests, rights and obligations under the Credit
Agreement pursuant to Assignments and Acceptances in form
satisfactory to the parties thereto, the Borrower and the Agent,
(ii) each such Assignment and Acceptance shall be in full force
and effect, (iii) TD shall have delivered its Note to the Borrower
for cancellation, (iv) the Borrower shall have issued to each of
Mellon Bank, N.A. and Union Bank of Switzerland a Note in
accordance with the terms of the Assignment and Acceptance to
which such Bank is a party.
8.5. PROCEEDINGS AND DOCUMENTS. All corporate, governmental
and other proceedings in connection with the transactions
contemplated by this Amendment and all instruments and documents
incidental thereto shall be in the form and substance reasonably
satisfactory to the Agent and the Agent shall have received all
such counterpart originals or certified or other copies of all
such instruments and documents as the Agent shall have reasonably
requested.
9. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants to the Banks as follows:
(a) The representations and warranties of the Borrower
contained in the Credit Agreement, as amended hereby, were true
and correct in all material respects when made and continue to be
true and correct in all material respects on the date hereof,
except that the financial statements referred to therein shall be
the financial statements of the Borrower most recently delivered
to the Agent, and except as such representations and warranties
are affected by the transactions contemplated hereby;
(b) The execution, delivery and performance by the Borrower
of this Amendment and the consummation of the transactions
contemplated hereby; (i) are within the corporate powers of the
Borrower and have been duly authorized by all necessary corporate
action on the part of the Borrower, (ii) do not require any
approval, consent of, or filing with, any governmental agency or
authority, or any other person, association or entity, which bears
on the validity of this Amendment and which is required by law or
the regulation or rule of any agency or authority, or other
person, association or entity, (iii) do not violate any provisions
of any order, writ, judgment, injunction, decree, determination or
award presently in effect in which the Borrower is named, or any
provision of the charter documents or by-laws of the Borrower,
(iv) do not result in any breach of or constitute a default under
any agreement or instrument to which the Borrower is a party or to
which it or any of its properties are bound, including without
limitation any indenture, loan or credit agreement, lease, debt
instrument or mortgage, except for such breaches and defaults
which would not have a material adverse effect on the Borrower and
its subsidiaries taken as a whole, and (v) do not result in or
require the creation or imposition of any mortgage, deed of trust,
pledge or encumbrance of any nature upon any of the assets or
properties of the Borrower; and
(c) This Amendment, the Credit Agreement as amended hereby,
and the other Loan Documents constitute the legal, valid and
binding obligations of the Borrower, enforceable against the
Borrower in accordance with their respective terms, provided that
(i) enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws of general
application affecting the rights and remedies of creditors, and
(ii) enforcement may be subject to general principles of equity,
and the availability of the remedies of specific performance and
injunctive relief may be subject to the discretion of the court
before which any proceeding for such remedies may be brought.
10. NO OTHER AMENDMENTS. Except as expressly provided in
this Amendment, all of the terms and conditions of the Credit
Agreement, the Notes and the other Loan Documents shall remain in
full force and effect.
11. EXECUTION IN COUNTERPARTS. This Amendment may be
executed in any number of counterparts and by each party on a
separate counterpart, each of which when so executed and delivered
shall be an original, but all of which together shall constitute
one instrument. In proving this Amendment, it shall not be
necessary to produce or account for more than one such counterpart
signed by the party against whom enforcement is sought.
12. EFFECTIVE DATE. Subject to the satisfaction of the
conditions precedent set forth in 8 hereof, this Amendment shall
be deemed to be effective as of the date hereof.
IN WITNESS WHEREOF, the Borrower, the Banks and the Agent
have duly executed this Amendment as of the date first above
written.
HASBRO, INC.
By:\s\ John T. O'Neill
-------------------------
Title: Executive Vice
President and Chief
Financial Officer
THE FIRST NATIONAL BANK OF
BOSTON, individually and
as Agent
By:\s\ Carol A. Lovell
-------------------------
Title: Director
THE BANK OF NOVA SCOTIA
By:\s\ Terry M. Pitcher
-------------------------
Title: Vice President
CITIBANK, N.A.
By:\s\ Robert Spence
-------------------------
Title: Vice President
FLEET NATIONAL BANK
By:\s\ Kathleen A Fitzgerald
-------------------------
Title: Vice President
CONTINENTAL BANK, N.A.
By:\s\ David Noda
-------------------------
Title: Vice President
MELLON BANK, N.A.
By:\s\ Diane P. Durnin
-------------------------
Title: Vice President
UNION BANK OF SWITZERLAND
By:\s\ Paul R. Morrisson
-------------------------
Title: Assistant Vice
President
By:\s\ Dieter Hoeppli
-------------------------
Title: Assistant Vice
President
CREDIT LYONNAIS NEW YORK BRANCH
By:\s\ Robert Ivosevich
-------------------------
Title: Senior Vice
President
THE TORONTO DOMINION BANK
By:\s\ Jano Mott
-------------------------
Title: Manager, Credit
Administration