EXHIBIT 4
AMENDMENT NO. 4
TO
REVOLVING CREDIT AGREEMENT
This Amendment (the "Amendment"), dated as of May 14, 1997, among
Hasbro, Inc., a Rhode Island corporation (the "Company") and BankBoston,
N.A. ("BKB" f/k/a 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., Istituto Bancario
San Paolo di Torino, S.P.A., Commerzbank AG New York and/or Grand Cayman
Branches and Union Bank of Switzerland, (collectively, the "Banks") and
BankBoston, N.A. (f/k/a The First National Bank of Boston), as agent for
the Banks (the "Agent"), amends the Revolving Credit Agreement dated as of
June 22, 1992, as amended by Amendment No. 1 thereto dated as of April 1,
1994, Amendment No. 2 thereto dated as of May 1, 1995 and Amendment No. 3
thereto dated as of May 10, 1996, among the Company, 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 without
definition that are defined in the Credit Agreement shall have the meanings
set forth in the Credit Agreement.
WHEREAS, the Company has requested that the Banks and the Agent make
certain amendments to the Credit Agreement in order, among other things, to
change certain margins and rates, and to extend the maturity date thereof;
and
WHEREAS, Union Bank of Switzerland (the "Declining Bank") and the
Company have agreed that the Declining Bank's Commitment under the Credit
Agreement should not be extended, and the Declining Bank wishes to
terminate its Commitment under the Credit Agreement and to have all
obligations owing to it repaid in full;
WHEREAS, the Banks and the Agent have agreed to make such amendments
upon the terms and conditions described herein;
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.
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The definition of "Commitment Fee Rate" is hereby amended by deleting
clause (a) thereof in its entirety and by replacing it with the following
new clause (a):
"(a) With respect to the Revolving Credit Commitment Fee, effective May
14, 1997, 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
Standard Commitment
& Poor's Moody's Fee Rate
-------- ------- ----------
AA- or better Aa3 or better 0.06%
A or A+ A2 or A1 0.07%
A- A3 0.08%
BBB+ Baa1 0.09%
BBB Baa2 0.12%
BBB- or below Baa3 or below 0.15%"
1.2. Final Maturity Date.
-------------------
The definition of Final Maturity Date is hereby amended by substituting
the date "May 31, 2000" for the date "May 31, 1999" appearing therein.
1.3. 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
& Poor's Moody's Amounts Amounts Amounts
-------- ------- ------- -------- -------
AA- or better Aa3 or better 0% .170% .295%
A or A+ A2 or A1 0% .220% .345%
A- A3 0% .240% .365%
BBB+ Baa1 0% .275% .400%
BBB Baa2 0% .330% .450%
BBB- Baa3 0% .430% .565%
Below BBB- Below Baa3 The applicable Margins for Debt
Ratings of BBB-/Baa3 subject to
Clause (vii) below"
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%
Bank of America Illinois $ 50,000,000 11.3636364%
Istituto Bancario San Paolo
di Torino, S.P.A $ 25,000,000 5.6818182%
Commerzbank AG New York
and/or Grand Cayman Branches $ 25,000,000 5.6818182%
----------- -----------
$440,000,000 100.0000000%
3. Termination of Commitment.
-------------------------
The Commitment of Union Bank of Switzerland (the "Declining Bank") is
terminated as of the date hereof as a result of the assignment of its Loans
and Commitments referred to herein, and from and after the effectiveness of
this Amendment the Declining Bank shall not have any obligations under or
in respect of, or be party 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 Bank. The Banks and the Agent
acknowledge and agree that payments shall be made to the Declining Bank in
connection with such assignment to satisfy all outstanding obligations of
the Borrower to the Declining Bank 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 the Declining Bank which are expressly stated to survive the
termination of the Credit Agreement.
4. Conditions to Effectiveness.
---------------------------
The effectiveness of this Amendment shall be conditioned upon the
satisfaction of the following conditions precedent:
4.1. Delivery of Documents.
---------------------
(a) The Company 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 Company;
(ii) certified copies of the resolutions of the Company approving this
Amendment together with Officer's Certificates as to the incumbency and
true signatures of officers; and
(iii) Officer's Certificates of the Company certifying as to the legal
existence, good standing, and qualification to do business of the Company.
(b) each Bank shall have delivered to the Agent this Amendment, signed by
such Bank.
4.2. 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 Company to
perform any of its agreements or obligations under any of the Loan
Documents.
4.3. Performance.
-----------
The Company 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.
4.4. Assignments and Acceptances.
---------------------------
The Declining Bank shall have assigned and sold to each of Istituto
Bancario San Paolo di Torino, S.P.A. and Commerzbank AG New York and/or
Grand Cayman Branches a portion of its Commitment in the amount of
$25,000,000, and Istituto Bancario San Paolo di Torino, S.P.A. and
Commerzbank AG New York and/or Grand Cayman Branches shall have assumed and
accepted from the Declining Bank, such portion of the Declining Bank'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) the Declining Bank shall have delivered
its Note to the Borrower for cancellation, (iv) the Borrower shall have
issued to each of Istituto Bancario San Paolo di Torino, S.P.A. and
Commerzbank AG New York and/or Grand Cayman Branches a Note in accordance
with the terms of the Assignment and Acceptance to which such Bank is a
party.
4.5. 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.
5. Representations and Warranties.
------------------------------
The Company hereby represents and warrants to the Banks as follows:
(a) The representations and warranties of the Company 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 Company 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 Company of this
Amendment and the consummation of the transactions contemplated hereby; (i)
are within the corporate powers of the Company and have been duly
authorized by all necessary corporate action on the part of the Company,
(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 Company is named, or any provision of the charter
documents or by-laws of the Company, (iv) do not result in any breach of or
constitute a default under any agreement or instrument to which the Company
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 Company 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 Company; and
(c) This Amendment, the Credit Agreement as amended hereby, and the other
Loan Documents constitute the legal, valid and binding obligations of the
Company, enforceable against the Company 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.
6. 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.
7. 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.
8. Effective Date.
--------------
Subject to the satisfaction of the conditions precedent set forth in
paragraph 4 hereof, this Amendment shall be deemed to be effective as of
the date first set forth above.
9. Governing Law.
-------------
This Amendment is intended to take effect as a sealed instrument and
shall be governed by and construed in accordance with, the internal laws of
the Commonwealth of Massachusetts, without regard to conflicts of law
rules.
IN WITNESS WHEREOF, the Company, 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
BANKBOSTON, N.A. (f/k/a THE FIRST NATIONAL
BANK OF BOSTON), individually and as Agent
By: /s/ Ellen H. Allen
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Title: Director
THE BANK OF NOVA SCOTIA
By: /s/ M. R. Bradley
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Title: Authorized Signatory
CITIBANK, N.A.
By: /s/ Robert M. Spence
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Title: Attorney in Fact
FLEET NATIONAL BANK
By: /s/ John Webb
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Title: Vice President
Bank of America Illinois
By: /s/ Dale Robert Mason
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Title: Vice President
MELLON BANK, N.A.
By: /s/ John Paul Marotta
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Title: Assistant Vice President
ISTITUTO BANCARIO SAN PAOLO DI TORINO, s.p.a.
By: /s/ Gerard M. McKenna
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Title: Vice President
By: /s/ Robert Wurster
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Title: First Vice President
COMMERZBANK AG NEW YORK and/or GRAND CAYMAN
BRANCHES
By: /s/ Subash R. Viswanathan
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Title: Vice President
By: /s/ Andrew R. Campbell
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Title:Assistant Treasurer
UNION BANK OF SWITZERLAND
By: /s/ Samuel Azizo
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Title: Vice President
By: /s/ Deiter Hoeppli
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Title: Vice President