EXHIBIT 4
AMENDMENT NO. 2
TO
REVOLVING CREDIT AGREEMENT
This Amendment No. 2 (this "Amendment"), dated as of May 1,
1995, 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, Bank of America Illinois (as
successor to Continental Bank, N.A.), Mellon Bank, N.A. and Union Bank
of Switzerland (collectively, the "Banks") and The First National Bank
of Boston, as agent for the Banks (the "Agent"), further amends the
Revolving Credit Agreement, dated as of June 22, 1992, as amended by an
Amendment No. 1, dated as of April 1, 1994 (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:
NOW, THEREFORE, in consideration of the foregoing premises,
the parties hereby agree as follows:
1. Definitions.
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Section 1 of the Credit Agreement is hereby amended as
follows:
1.1 Commitment Fee Rate.
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Clause (a) of the definition of "Commitment Fee Rate" shall be
amended to read as follows:
"(a) With respect to the Revolving Credit Commitment
Fee, effective May 1, 1995, 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":
Debt Rating
----------- Applicable Commitment
---------------------
Standard & Poors Moody's Fee Rate
---------------- ------- --------
AA- or better Aa3 or better 0.085%
A or A+ A2 or A1 0.10%
A- A3 0.105%
BBB+ Baa1 0.12%
BBB Baa2 0.15%
BBB- or below Baa3 or below 0.20%
1.2 Final Maturity Date.
-------------------
The definition of Final Maturity Date is hereby amended by
substituting the date "May 31, 1998" for the date "May 31, 1997"
appearing therein.
1.3 Hasbro Companies.
----------------
The definition of Hasbro Companies is hereby amended by
deleting therefrom the words "Playskool, Inc. (a Delaware corporation)";
as a result of the merger of Playskool, Inc. into the Borrower,
effective December 25, 1994.
1.4 Margin.
------
The definition of Margin is hereby amended by substituting the
following table for the table appearing therein:
Debt Rating Applicable Margin
----------- -----------------
Euro-
Base currency CD
Standard Rate Rate Rate
& Poors Moody's Amounts Amounts Amounts
-------- ------- ------- -------- -------
AA- or better Aa3 or better 0% .2300% .355%
A or A+ A2 or A1 0% .2750% .400%
A- A3 0% .3000% .425%
BBB+ Baa1 0% .3250% .450%
BBB Baa2 0% .4250% .550%
BBB- Baa3 0% .5000% .625%
Below BBB- Below Baa3 The applicable Margins for Debt
Ratings of BBB-/Baa3 subject to
Clause (vii) below
2. Conditions to Effectiveness.
---------------------------
The effectiveness of this Amendment shall be conditioned upon
the satisfaction of the following conditions precedent:
2.1 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 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.
2.2 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.
2.3 Performance.
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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.
2.4 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.
3. 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.
4. 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.
5. 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.
6. Effective Date.
--------------
Subject to the satisfaction of the conditions precedent set
forth in Section 2 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
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Title: Executive Vice
President and Chief
Financial Officer
THE FIRST NATIONAL BANK OF BOSTON
individually and as Agent
By: \s\ Carol A. Lovell
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Title: Director
THE BANK OF NOVA SCOTIA
By: \s\ Michael R. Bradley
----------------------
Title: Authorized Signatory
CITIBANK, N.A.
By: \s\ W. Dwight Raiford
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Title: Vice President
FLEET NATIONAL BANK
By: \s\ Virginia C. Roberts
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Title: Senior Vice President
By: \s\ Kathleen A. Fitzgerald
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Title: Senior Vice President
BANK OF AMERICA ILLINOIS
By: \s\ Brock T. Harris
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Title: Vice President
MELLON BANK, N.A.
By: \s\ John Paul Maretta
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Title: Assistant Vice President
UNION BANK OF SWITZERLAND
By: \s\Paul R. Morrison
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Title: Assistant Vice President
By: \s\Robert A. High
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Title: Assistant Treasurer