[FORM OF DEBENTURE] Exhibit 4.3
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
HASBRO, INC.
6.60% DEBENTURES DUE 2028
(the "Securities")
REGISTERED PRINCIPAL AMOUNT
INTEREST PAYABLE EACH JANUARY 15 AND JULY 15 AND AT MATURITY.
CUSIP:
ORIGINAL ISSUE DATE: July 17, 1998
INTEREST RATE: 6.60%
MATURITY DATE: July 15, 2028
OTHER PROVISIONS:
Hasbro, Inc., a Rhode Island corporation (the "Company", which term
includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to or
registered assigns, the principal sum of on the
Maturity Date set forth above, and to pay interest on the outstanding
principal amount hereof from July 17, 1998, or from the most recent
interest payment date (each such date, an "Interest Payment Date") to which
interest has been paid or duly provided for, semi-annually in arrears on
January 15 and July 15 of each year, commencing January 15, 1999 at the
rate set forth above per annum until the principal hereof shall have become
due and payable, and at the same rate per annum on any overdue principal
and (without duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at
the same rate per annum compounded semi-annually. The amount of interest
payable on any Interest Payment Date shall be computed on the basis of a
360-day year of twelve 30-day months. In the event that any date on which
the principal of or interest on this Security is payable is not a Business
Day, then the payment payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), with the same force and effect as if
made on such date.
The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the person in whose name this Security (or one or
more Predecessor Securities, as defined in said Indenture) is registered at
the close of business on the regular record date for such interest
installment, which shall be the January 1 or July 1 immediately preceding
the relevant Interest Payment Date.
The principal of and interest on this Security shall be payable at the
office or agency of the Company maintained for that purpose in any coin or
currency of the United States of America that at the time of payment is
legal tender for payment of public and private debts; provided, however,
that, payment of interest may be made at the option of the Company (i) by
check mailed to the holder at such address as shall appear in the Security
Register or (ii) by transfer to an account maintained by the Person
entitled thereto, provided that proper written transfer instructions have
been received by the relevant record date.
Unless the certificate of authentication hereon has been executed
by the Trustee by the manual signature of one of its authorized officers,
this Security shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.
All capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Indenture, date as of July 17, 1998
(herein, the "Indenture"), by and between the Company and Citibank, N.A.,
as Trustee (herein, the "Trustee").
The provisions of this Security are continued on the reverse
hereof and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.
IN WITNESS WHEREOF, HASBRO, INC. has caused this Instrument to be
signed manually or by facsimile signature by its Chairman of the Board of
Directors, Vice Chairman of the Board of Directors, President, Chief
Financial Officer or one of its Executive Vice Presidents, under its
corporate seal reproduced hereon and attested by its Secretary or one of
its Assistant Secretaries or its Treasurer or one of its Assistant
Treasurers.
HASBRO, INC.
By: _____________________________
Name:
Title:
Attested:
By: _____________________________
Name:
Title:
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
CITIBANK, N.A.,
as Trustee
By: _______________________________
as Authorized Officer
[FORM OF REVERSE OF SECURITY]
HASBRO, INC.
6.60% Debentures Due 2028
(a) Interest. The Company promises to pay interest on the
principal amount of this Security at the rate per annum shown above. The
Company will pay interest semiannually on January 15 and July 15 of each
year, beginning January 15, 1999. Interest on the Security will accrue
from the most recent date to which interest has been paid or, if no
interest has been paid, from July 17, 1998; provided, that, if there is no
existing Event of Default in the payment of interest, and if this Security
is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such
Interest Payment Date. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.
(b) Method of Payment. The Company will pay interest on the
Securities (except defaulted interest) to the Persons who are the
registered Holders of the Security at the close of business on the January
1 or July 1 next preceding the Interest Payment Date. The Company will pay
principal and interest in money of the United States that at the time of
payment is legal tender for payment of public and private debts. The
Company, however, may pay principal and interest by its check payable in
such money.
The principal of and interest on this Security shall be payable
at the office or agency of the Company maintained for that purpose;
provided, however, that, payment of interest may be made at the option of
the Company (i) by check mailed to the holder at such address as shall
appear in the Security Register or (ii) by transfer to an account
maintained by the Person entitled thereto, provided that proper written
transfer instructions have been received by the relevant record date.
The foregoing notwithstanding, principal of and interest on
Securities which are represented by Global Securities held of record by the
Depositary will be payable in same-day funds.
(c) Registrar and Agents. Initially, Citibank, N.A. will act as
Registrar, Paying Agent and agent for service of notices and demands. The
Company or any of its subsidiaries may act as Paying Agent. The address of
Citibank, N.A. is 111 Wall Street, New York, New York 10043, Attention:
Corporate Agency and Trust Division.
(d) Indenture; Limitations. The Company issued the Securities
under an Indenture dated as of July 17, 1998 (the "Indenture"), between the
Company and Citibank, N.A., as trustee (in such capacity, the "Trustee").
Capitalized terms herein are used as defined in the Indenture unless
otherwise defined herein. The terms of the Securities include those stated
in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended, 15 U.S.C. sections 77aaa-77bbbb
(the "TIA"), as in effect on the date of the Indenture. The Securities are
subject to all such terms, and the Holders of the Securities are referred
to the Indenture and the TIA for a statement of them.
The Securities are senior unsecured obligations of the Company
ranking pari passu with all other unsecured and unsubordinated indebtedness
of the Company from time to time outstanding, and are limited to
$150,000,000 aggregate principal amount. The Indenture imposes certain
limitations on the ability of the Company to, among other things, merge or
consolidate with any other Person and sell, lease, transfer or otherwise
dispose of all or substantially all of its properties or assets or to
engage in Sale and Leaseback Transactions.
(e) Optional Redemption by the Company. The Securities are not
redeemable prior to Maturity.
(f) Convertibilty. The Securities are not Convertible Debt
Securities.
(g) Sinking Fund. The Securities are not subject to any sinking
fund.
(h) Governing Law. The Securities and the Indenture shall be
deemed to be contracts made under the laws of the State of New York, and
for all purposes shall be construed in accordance with the laws of said
state.
(i) Discharge Prior to Maturity. The Company may elect under
certain conditions either (A) to defease and be discharged from any and all
obligations with respect to the Securities (except as otherwise provided in
the Indenture) ("defeasance") or (B) with respect to such Securities, to be
released from its obligations with respect to such Securities relating to
restrictions on secured debt and restrictions on Sale and Leaseback
Transactions, pursuant to Sections 10.09 and 10.10 of the Indenture,
respectively, ("covenant defeasance"), upon the irrevocable deposit with
the Trustee, in trust for such purpose, of money, and/or U.S. Government
Obligations which through the payment of principal and interest in
accordance with their terms will provide money in an amount sufficient to
pay the principal of and interest, if any, on such Securities on the
scheduled due dates therefor. Such a trust may only be established if,
among other things, the Company has delivered to the Trustee an Opinion of
Counsel to the effect that (i) the Holders of such Securities will not
recognize income, gain or loss, for federal income tax purposes as a result
of such defeasance or covenant defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance or covenant defeasance had not
occurred (such opinion, in the case of defeasance under clause (A) above,
must refer to and be based upon a ruling of the Internal Revenue Service)
and (ii) if the deposit referred to above shall include U.S. Government
Obligations, such deposit shall not result in the Company, the Trustee or
such trust being regulated as an "investment company," under the Investment
Company Act of 1940, as amended.
(j) Denominations, Transfer, Exchange. This Security is one of
a duly authorized issue of Securities of the Company designated as its
6.60% Debentures Due 2028, limited in aggregate principal amount to
$150,000,000. The Securities are issuable in registered form without
coupons in denominations of $1,000 principal amount and integral multiples
thereof. A Holder may register the transfer of or exchange Securities in
accordance with the Indenture and subject to the transfer restrictions as
may be contained herein and therein from time to time. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture.
(k) Persons Deemed Owners. The registered Holder of a Security
may be treated as its owner for all purposes.
(l) Amendment and Waiver. Subject to certain exceptions,
without notice to the Holders of the Securities, the Indenture or the
Securities may be amended with the consent of (i) the Holders of not less
than a majority in principal amount of the Outstanding Securities, or (ii)
in case less than all of the several series of Securities are affected by
such amendment, the Holders of not less than a majority in principal amount
of each series so affected voting as a single class; and any existing
default or compliance with any provision may be waived with the consent of
the Holders of a majority in principal amount of the Securities then
outstanding. Without the consent of or notice to any Holder of Securities,
the Company may amend the Indenture or the Securities to, among other
things, cure any ambiguity, to correct or supplement any provision of the
Indenture which may be defective or inconsistent with any other provision
of the Indenture, or make any other provisions with respect to matters or
questions arising under the Indenture, provided that such other provision
does not adversely affect the interests of the Holders in any material
respect.
(m) Defaults and Remedies. If an Event of Default, as defined
in the Indenture, occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of Securities may declare all the
Securities to be due and payable immediately in the manner and with the
effect provided in the Indenture. Holders of Securities may not enforce
the Indenture or the Securities except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it, subject to the provisions
of the TIA, before it enforces the Indenture or the Securities. Subject to
certain limitations, Holders of a majority in principal amount of the
Securities then outstanding may direct the Trustee in writing in its
exercise of any trust or power with respect to the Securities.
(n) Trustee Dealings with the Company. Citibank, N.A., the
Trustee under the Indenture, in its individual or any other capacity, may
make loans to, accept deposits from, and perform services for the Company
or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not Trustee.
(o) No Recourse Against Others. No stockholder, director,
officer or incorporator, as such, past, present or future, of the Company
or any successor corporation or trust shall have any liability for any
obligation of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of, such obligations or their
creation. Each Holder of a Security by accepting a Security waives and
releases all such liability. This waiver and release are part of the
consideration for the issuance of the Securities.
(p) Authentication. This Security shall not be valid until the
Trustee or any authenticating agent appointed by the Trustee signs the
certificate of authentication on the other side of this Security.
(q) Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with rights
of survivorship and not as tenants in common), CUST (= Custodian), AND
U/G/M/A (= Uniform Gifts to Minors Act).
The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to: Hasbro,
Inc. 1027 Newport Avenue, Pawtucket, Rhode Island 02861, Attention:
General Counsel.