THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRetailer Agreement |
|
|
You are currently viewing: This Retailer Agreement involves
HASBRO INC | FLEET NATIONAL BANK, | FLEET SECURITIES, INC.,. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Retailer Agreement by:
<Page>
Exhibit 4(d)
THIRD AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
DATED AS OF
NOVEMBER 14, 2003
AMONG
HASBRO, INC.,
HASBRO SA,
THE BANKS PARTY HERETO, AND
FLEET NATIONAL BANK,
AS AGENT
WITH
FLEET SECURITIES, INC.,
HAVING ACTED AS ARRANGER
<Page>
TABLE OF CONTENTS
<Table>
<S> <C>
1. DEFINITIONS AND RULES OF INTERPRETATION........................................1
1.1. Definitions..........................................................1
1.2. Rules of Interpretation..............................................22
2. THE SYNDICATED AND COMPETITIVE BID LOAN FACILITY...............................23
2.1. Commitment to Lend Syndicated Loans..................................23
2.2. Commitment Fee.......................................................24
2.3. Reduction of Total Commitment........................................24
2.4. Requests for Syndicated Loans........................................25
2.5. Competitive Bid Loans................................................25
2.5.1. Competitive Bid Borrowings.................................25
2.5.2. Repayment of Competitive Bid Loans.........................30
2.6. The Notes............................................................30
2.7. Interest on Loans....................................................31
2.8. Prepayments..........................................................32
2.9. Funds for Loans......................................................33
2.10. Mandatory Repayments................................................34
2.11. Application of Payments; Commitment Reduction.......................35
2.12. Optional Currency...................................................35
2.12.1. Request for Optional Currency..............................35
2.12.2. Funding....................................................36
3. THE SWING LINE.................................................................36
3.1. The Swing Line Loans.................................................37
3.2. Notice of Borrowing..................................................37
3.3. Interest on Swing Line Loans.........................................37
3.4. Repayment of Swing Line Loans........................................38
3.5. The Swing Line Note..................................................38
4. INTEREST; PAYMENTS AND COMPUTATIONS............................................39
4.1. Interest; Costs and Expenses.........................................39
4.2. Concerning Interest Periods..........................................44
4.3. Interest on Overdue Amounts..........................................44
4.4. Payments.............................................................44
4.5. Computations.........................................................45
4.6. Interest Limitation..................................................45
4.7. Indemnification......................................................45
4.8. Banks' Obligations Several...........................................46
4.9. Currency Matters.....................................................46
4.9.1. Currency of Account........................................46
</Table>
Page 1
<Page>
<Table>
<S> <C>
4.9.2. Currency Fluctuations......................................47
4.9.3. Exchange Rate..............................................47
4.9.4. Denominations..............................................47
4.10. New Currency.........................................................47
4.11. No Offset, etc.......................................................48
4.12. Forms...............................................................48
5. LETTERS OF CREDIT..............................................................50
5.1. Letter of Credit Commitments.........................................50
5.1.1. Commitment to Issue Letters of Credit......................50
5.1.2. Letter of Credit Applications..............................50
5.1.3. Terms of Letters of Credit.................................51
5.1.4. Reimbursement Obligations of Banks.........................51
5.1.5. Participations of Banks....................................51
5.2. Reimbursement Obligation of the Company..............................51
5.3. Letter of Credit Payments............................................52
5.4. Obligations Absolute.................................................53
5.5. Reliance by Issuer...................................................53
5.6. Letter of Credit Fee.................................................54
6. COLLATERAL SECURITY AND GUARANTIES.............................................54
6.1. Release of Collateral................................................54
6.2. Security of Company..................................................54
6.3. Guaranties and Security of Restricted Subsidiaries...................55
6.4. Limitation of Security...............................................56
7. FEES...........................................................................56
7.1. Closing Fees.........................................................56
7.2. Agent's Fee..........................................................56
8. REPRESENTATIONS AND WARRANTIES.................................................56
8.1. Corporate Existence..................................................56
8.2. Corporate Authority, etc.............................................57
8.3. Binding Effect of Documents, etc.....................................57
8.4. Governmental Approvals...............................................57
8.5. No Event of Default,etc..............................................58
8.6. Chief Executive Offices..............................................58
8.7. Title to Properties;Leases...........................................58
8.8. Financial Statements and Projections.................................58
8.8.1. Fiscal Year...................................................58
8.8.2. Financial Statements..........................................58
8.8.3. Projections..................................................58
</Table>
Page 2
<Page>
<Table>
<S> <C>
8.9. No Material Changes, Etc.............................................58
8.10. Franchises, Patents, Copyrights, Etc................................59
8.11. Litigation..........................................................59
8.12. No Materially Adverse Contracts, Etc................................59
8.13. Compliance With Other Instruments, Laws, Etc........................59
8.14. Taxes...............................................................59
8.15. Absence of Financing Statements, Etc................................59
8.16. Indebtedness........................................................60
8.17. True Copies of Charter and Other Documents..........................60
8.18. Employee Benefit Plans..............................................60
8.18.1. In General.................................................60
8.18.2. Terminability of Welfare Plans.............................60
8.18.3. Guaranteed Pension Plans...................................60
8.18.4. Multiemployer Plans........................................61
8.19. Holding Company and Investment Company Acts.........................61
8.20. Certain Transactions................................................61
8.21. Use of Proceeds.....................................................61
8.21.1. General....................................................61
8.21.2. Regulations U and X........................................62
8.22. Environmental Compliance............................................62
8.23. Subsidiaries........................................................63
8.24. Disclosure..........................................................63
8.25. Foreign Assets Control Regulations, Etc.............................63
9. AFFIRMATIVE COVENANTS OF THE COMPANY...........................................63
9.1. Punctual Payment.....................................................63
9.2. Use of Loan Proceeds.................................................63
9.3. Maintenance of Office................................................63
9.4. Records and Accounts.................................................64
9.5. Financial Statements, Certificates and Information...................64
9.6. Notices..............................................................65
9.6.1. Defaults...................................................65
9.6.2. Environmental Events.......................................66
9.6.3. Notification of Claim against Collateral...................66
9.6.4. Notices Concerning Inventory Collateral........ ...........66
9.6.5. Notice of Litigation and Judgments..... ...................66
9.7. Corporate Existence; Maintenance of Properties.......................66
9.8. Insurance............................................................67
9.9. Taxes................................................................67
9.10. Access..............................................................67
9.11. Compliance with Laws, Contracts, Licenses, and Permits..............68
9.12. Employee Benefit Plans..............................................68
9.13. Fiscal Year.........................................................69
9.14. Additional Significant Subsidiaries and Restricted Subsidiaries.....69
</Table>
Page 3
<Page>
<Table>
<S> <C>
9.15. Ratings.............................................................69
9.16. Further Assurances..................................................69
10. CERTAIN NEGATIVE COVENANTS OF THE COMPANY.....................................70
10.1. Restrictions on Indebtedness........................................70
10.2. Restrictions on Liens...............................................71
10.3. Restrictions on Investments.........................................73
10.4. Restricted Payments.................................................75
10.5. Merger, Consolidation and Disposition of Assets.....................76
10.5.1. Mergers and Acquisitions...................................76
10.5.2. Disposition of Assets......................................77
10.6. Sale and Leaseback..................................................78
10.7. Compliance with Environmental Laws..................................78
10.8. Subordinated Debt...................................................78
10.9. Employee Benefit Plans..............................................78
10.10. Business Activities.................................................79
10.11. Transactions with Affiliates........................................79
10.12. Restrictions on Negative Pledges....................................79
10.13. Hedging Agreements..................................................80
11. FINANCIAL COVENANTS...........................................................80
11.1. Minimum EBITDA......................................................80
11.2. Total Funded Debt to EBITDA.........................................80
11.3. Minimum Interest Coverage Ratio.....................................81
11.4. Capital Expenditures................................................81
12. CONDITIONS TO EFFECTIVENESS...................................................81
12.1. Loan Documents, etc.................................................81
12.2. Performance, etc....................................................82
12.3. Certified Copies of Charter Documents...............................82
12.4. Proof of Corporate Action...........................................82
12.5. Incumbency Certificates.............................................82
12.6. Proceedings and Documents...........................................82
12.7. Certificates of Insurance...........................................83
12.8. Payment of Fees.....................................................83
12.9. Legality of Transactions............................................83
12.10. Legal Opinion.......................................................83
13. CONDITIONS TO LOANS...........................................................83
13.1. Conditions to Loans to the Company..................................83
13.1.1. Legality of Transactions...................................83
13.1.2. Representations and Warranties.............................83
13.1.3. Performance, etc...........................................84
13.1.4. Proceedings and Documents..................................84
13.1.5. Loan Documents.............................................84
</Table>
Page 4
<Page>
<Table>
<S> <C>
13.2. Conditions to Loans to Hasbro SA....................................84
13.2.1. Legality of Transactions...................................84
13.2.2. Representations andWarranties..............................84
13.2.3. Performance, etc...........................................84
13.2.4. Proceedings and Documents..................................85
13.2.5. Loan Documents.............................................85
13.2.6. No Defaults................................................85
14. EVENTS OF DEFAULT; ACCELERATION...............................................86
14.1. Remedies Upon Default...............................................86
14.2. Termination of Commitments..........................................89
14.3. Remedies............................................................89
14.4. Certain Rights of Cure..............................................90
14.5. Distribution of Collateral Proceeds.................................90
14.6. Judgment Currency...................................................91
15. SETOFF........................................................................93
16. THE AGENT.....................................................................93
16.1. Authorization.......................................................93
16.2. Employees and Agents................................................94
16.3. No Liability........................................................94
16.4. No Representations..................................................94
16.4.1. General....................................................94
16.4.2. Closing Documentation, etc.................................95
16.5. Indemnification.....................................................95
16.6. Reimbursement.......................................................96
16.7. Non-Reliance on Agent and Other Banks...............................96
16.8. Payments............................................................96
16.8.1. Payments to Agent..........................................96
16.8.2. Distribution by Agent......................................96
16.8.3. Delinquent Banks...........................................97
16.9. Holders of Notes....................................................97
16.10. Agent as Bank......................................................97
16.11. Resignation or Removal ofAgent.....................................97
16.12. Notification of Defaults and Events of Default.....................98
16.13. Duties in the Case of Enforcement..................................98
16.14. Agent May File Proofs of Claim.....................................98
17. EXPENSES......................................................................99
18. INDEMNIFICATION...............................................................100
19. SURVIVAL OF COVENANTS, ETC....................................................101
</Table>
Page 5
<Page>
<Table>
<S> <C>
20. ASSIGNMENT AND PARTICIPATION..................................................101
20.1. Conditions to Assignment by Banks...................................101
20.2. Certain Representations and Warranties; Limitations; Covenants......102
20.3. Register............................................................103
20.4. New Notes...........................................................103
20.5. Participations......................................................103
20.6. Assignee or Participant Affiliated with the Company.................104
20.7. Miscellaneous Assignment Provisions.................................104
20.8. Increased Costs.....................................................104
20.9. Assignment by Company...............................................105
21. NOTICES, ETC..................................................................105
22. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.................................106
22.1. Confidentiality.....................................................106
22.2. Prior Notification..................................................106
22.3. Other...............................................................106
23. CONSENTS, AMENDMENTS, WAIVERS, ETC............................................107
24. PROVISIONS OF GENERAL APPLICATIONS............................................108
24.1. Governing Law.......................................................108
24.2. Headings............................................................109
24.3. Counterparts........................................................109
24.4. Entire Agreement, Etc...............................................109
24.5. Waiver of Jury Trial................................................109
24.6. Severability........................................................109
25. TRANSITIONAL ARRANGEMENTS.....................................................110
25.1. Existing Credit Agreement Superseded................................110
25.2. Return and Cancellation of Notes....................................110
25.3. Interest and Fees Under Superseded Agreement........................110
26. LIABILITY FOR THE OBLIGATIONS.................................................110
27. GUARANTY......................................................................110
27.1. Guaranty of Payment and Performance.................................110
27.2. The Company's Agreement to Pay Enforcement Costs, etc...............111
27.3. Waivers by the Company; Banks' Freedom to Act.......................111
27.4. Unenforceability of Hasbro SA Obligations Against Hasbro SA.........112
27.5. Subrogation; Subordination..........................................112
27.5.1. Waiver of Rights Against Hasbro SA.........................112
27.5.2. Subordination..............................................112
27.5.3. Provisions Supplemental....................................113
</Table>
Page 6
<Page>
<Table>
<S> <C>
27.6. Termination; Reinstatement..........................................113
27.7. Successors and Assigns..............................................113
27.8. Severability, etc...................................................113
</Table>
Page 7
<Page>
SCHEDULES AND EXHIBITS
<Table>
<S> <C>
Schedule 1 Banks, Commitments and Commitment Percentages
Schedule 2 Indicative Terms of Permitted Receivables Transactions
Schedule 8.7 Title to Properties; Leases
Schedule 8.11 Litigation
Schedule 8.22 Environmental Compliance
Schedule 8.23 Subsidiaries
Schedule 10.1 Existing Indebtedness
Schedule 10.2 Existing Liens
Schedule 10.12 Restrictions on Negative Pledges
Exhibit A-1 Form of Syndicated Note
Exhibit A-2 Form of Syndicated Loan Request
Exhibit B-1 Form of Competitive Bid Note
Exhibit B-2 Form of Competitive Bid Quote Request
Exhibit B-3 Form of Invitation for Competitive Bid Quotes
Exhibit B-4 Form of Competitive Bid Quote
Exhibit B-5 Form of Notice of Competitive Bid Borrowing
Exhibit C Form of Swing Line Loan Request
Exhibit D Form of Swing Line Note
Exhibit E Form of Compliance Certificate
Exhibit F Form of Subordination Agreement
Exhibit G Form of Assignment and Acceptance
Exhibit H Form of Confidentiality Agreement
Exhibit I Form of Company Security Agreement
Exhibit J Form of Subsidiary Security Agreement
Exhibit K Form of Trademark Agreement
Exhibit L Form of Patent Agreements
Exhibit M Form of Memorandum of Grant of Security Interest in Copyrights
</Table>
Page 8
<Page>
THIRD AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
This THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, is dated as of
November 14, 2003, by and among HASBRO, INC. (the "Company"), a Rhode Island
corporation having its principal place of business at 1027 Newport Avenue,
Pawtucket, Rhode Island 02861, HASBRO SA, a corporation organized under the laws
of Switzerland and wholly owned subsidiary of the Company ("Hasbro SA"), and
FLEET NATIONAL BANK and the other lending institutions listed on Schedule 1
(collectively, the "Banks") and FLEET NATIONAL BANK, as agent for the Banks (the
"Agent").
WITNESSETH:
WHEREAS, pursuant to that certain Second Amended and Restated Revolving
Credit Agreement, dated as of March 19, 2002 (as amended and in effect from time
to time, the "Existing Credit Agreement"), by and among the Company, Hasbro SA,
the Banks, the Agent, and certain other parties thereto, the Banks have made
available certain financing to the Company and Hasbro SA upon the terms and
conditions contained therein; and
WHEREAS, the Company has requested, among other things, to amend and
restate the Existing Credit Agreement and the Banks are willing to amend and
restate the Existing Credit Agreement on the terms and conditions set forth
herein;
NOW THEREFORE, in consideration of the foregoing premises and the mutual
covenants contained herein, the Company, the Banks and the Agent agree that as
of the date hereof, the Existing Credit Agreement shall be amended and restated
in its entirety as set forth herein:
1. DEFINITIONS AND RULES OF INTERPRETATION.
1.1. DEFINITIONS. The following terms shall have the meanings set forth in
thissection 1.1 or elsewhere in the provisions of this Agreement referred to
below:
Accounts. As defined in the Uniform Commercial Code as in effect in the
Commonwealth of Massachusetts from time to time; and, with respect to the
Company and its Domestic Subsidiaries, all such Accounts of such Persons,
whether now existing or existing in the future, including, without limitation,
(a) all accounts receivable of such Person, including, without limitation, all
accounts created by or arising from all of such Person's sales of goods or
rendition of services made under any of its trade names, or through any of its
divisions, (b) all unpaid rights of such Person (including rescission, replevin,
reclamation and stopping in transit) relating to the foregoing or arising
therefrom, (c) all rights to any goods represented by any of the foregoing,
including, without limitation, returned or repossessed goods, (d) all reserves
and credit balances held by such Person with respect to any such accounts
Page 9
<Page>
receivable of any purchaser of goods or services or other Person obligated to
make payment to the Company or any of its Subsidiaries (other than any
Receivables Subsidiaries and the Foreign Subsidiaries) in respect of a purchase
of such goods or services, (e) all letters of credit, guarantees or collateral
for any of the foregoing and (f) all insurance policies or rights relating to
any of the foregoing.
Affiliate. Any Person that would be considered to be an affiliate of the
Company under Rule 144(a) of the Rules and Regulations of the Securities and
Exchange Commission, as in effect on the date hereof, if the Company were
issuing securities.
Affected Bank. See section 4.1(c).
Agent. Fleet, acting as agent for the Banks, and each other Person
appointed as the successor Agent in accordance with section 16.11.
Agent's Fee. See section 7.2.
Agent's Fee Letter. The fee letter, dated as of the Effective Date, by and
between the Company and the Agent, as the same may be amended and in effect from
time to time.
Agent's Office. The Agent's office located at 100 Federal Street, Boston,
Massachusetts 02110, or at such other location as the Agent may designate from
time to time.
Agent's Special Counsel. Bingham McCutchen LLP, or such other counsel as
the Agent may approve.
Agreement. This Third Amended and Restated Revolving Credit Agreement,
including the Exhibits and Schedules hereto, as originally executed, or if this
Third Amended and Restated Revolving Credit Agreement is further amended, varied
or supplemented from time to time, as so amended, varied or supplemented.
Applicable Pension Legislation. At any time, any pension or retirement
benefits legislation (be it national, federal, provincial, territorial or
otherwise) then applicable to the Company or any of its Subsidiaries.
Arranger. Fleet Securities, Inc.
Asset Sale. Any one or series of related transactions in which the Company
or any of its Subsidiaries conveys, sells, leases, licenses or otherwise
disposes of, directly or indirectly, any of its properties, businesses or assets
whether owned on the Effective Date or thereafter acquired.
Assignee. A bank or other institution to which a Bank assigns all, or a
proportionate part of all, of such Bank's rights and obligations under this
Agreement and the Notes payable to such transferor Bank, pursuant to the terms
of section 20.
Assignment and Acceptance. See section 20.1.
Atari. A societe anonyme organized under the laws of France, formerly known
as Infogrames Entertainment S.A.
Page 10
<Page>
Attributable Debt. At any time, the amount of obligations outstanding at
such time under the legal documents entered into as part of a Permitted
Receivables Securitization Facility on any date of determination that would be
characterized as principal if such Permitted Receivables Securitization Facility
were structured as a secured lending transaction rather than as a purchase, less
(i) any escrowed or pledged cash proceeds which effectively secure, or are
required to be maintained as reserves by the applicable Receivables Subsidiary
for, the Indebtedness of the Company and its Subsidiaries in respect of, or the
obligations of the Company and its Subsidiaries under, such Permitted
Receivables Securitization Facility, (ii) reasonable attorneys' fees,
accountants' fees, brokerage consultant and other customary fees, underwriting
commissions and other reasonable fees and expenses actually incurred in
connection with such Permitted Receivables Securitization Facility and (iii) any
taxes paid or reasonably estimated to be payable as a result thereof.
Authorized Financial Officers. The Chief Financial Officer of the Company,
the Controller of the Company and any other officer of the Company designated by
the Company from time to time as the chief financial officer or the chief
accounting officer of the Company and qualified to certify as to financial
information delivered on behalf of the Company and its Subsidiaries pursuant to
section 9.5 hereof; and "Authorized Financial Officer" means any one of the
Authorized Financial Officers.
Balance Sheet Date. June 29, 2003.
Bank Affiliate. (a) With respect to any Bank, (i) an affiliate of such Bank
or (ii) any entity (whether a corporation, partnership, limited liability
company, trust or legal entity) that is engaged in making, purchasing, holding
or otherwise investing in bank loans and similar extensions of credit in the
ordinary course of its business and is administered or managed by such Bank or
an affiliate of such Bank and (b) with respect to any Bank that is a fund which
invests in bank loans and similar extensions of credit, any other entity
(whether a corporation, partnership, limited liability company, trust or other
legal entity) that is a fund that invests in bank loans and similar extensions
of credit and is managed by the same investment advisor as such Bank or by an
affiliate of such investment advisor.
Banks. As defined in the Preamble, and any bank or institution that becomes
an Assignee pursuant to, and fulfills the conditions of, section 20.
Base Rate. With respect to Loans denominated in Dollars, (a) the rate
(rounded to the nearest 1/100 of 1%) equal to the higher of (i) the variable
annual rate of interest so designated from time to time by Fleet as its "prime
rate", such rate being a reference rate and not necessarily representing the
lowest or best rate being charged to any customer, and (ii) one-half of one
percent (0.5%) above the Federal Funds Effective Rate. For the purposes of this
definition, "Federal Funds Effective Rate" shall mean for any day, the rate per
annum equal to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published for such day (or, if such day is not a Business Day,
for the next preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day that is a Business Day, the
Page 11
<Page>
average of the quotations for such day on such transactions received by the
Agent from three funds brokers of recognized standing selected by the Agent; and
(b) with respect to Loans denominated in any Optional Currency, the daily rate
(rounded to the nearest 1/100 of 1%) determined to be the average rate charged
to borrowers of similar quality as the Borrower of Loans denominated in such
Optional Currency as reasonably determined by the Agent.
Base Rate Loan(s). Loan(s) bearing interest calculated by reference to the
Base Rate.
Borrowing. A borrowing hereunder by the Company and/or Hasbro SA consisting
of a Loan to the Company and/or Hasbro SA by the Banks or the Swing Line Bank.
Business Day. Any day (a) on which banking institutions in Boston,
Massachusetts and New York City, New York are open for the conduct of normal
banking business, (b) if such day involves Eurocurrency Rate Loans denominated
in Dollars, a day on which dealings in Dollars can be carried on in the relevant
Eurocurrency Interbank Market and Dollar settlements of such dealings may be
effected in New York City, and (c) if such day involves Loans denominated in any
Optional Currency, a day on which dealings in the relevant Optional Currency and
exchange can be carried on in the relevant Eurocurrency Interbank Market and in
the principal financial center of the country in which such currency is legal
tender.
Capital Expenditures. With respect to the Company and its Subsidiaries and
for any period, the aggregate of all amounts included in "Additions to property,
plant and equipment" as shown in the Company's statement of cash flows for such
period, determined in accordance with GAAP.
Capitalized Leases. Leases under which the Company or any of its
Subsidiaries is the lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the balance sheet of
the lessee or obligor in accordance with GAAP.
Capital Stock. Any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the foregoing.
Casualty Event. With respect to any property (including any interest in
property) of any Hasbro Company, any loss of, damage to, or condemnation or
other taking of, such property for which such Person receives insurance
proceeds, proceeds of a condemnation award or other compensation.
CERCLA. See section 8.22.
Change of Control. An event or series of events by which any person or
group of persons (within the meaning of Section 13 or 14 of the Securities
Exchange Act of 1934) shall have acquired beneficial ownership (within the
meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission
under said Act), directly or indirectly, of fifty-one percent (51%) or more of
the outstanding shares of Capital Stock of the Company; or, during any period of
twelve (12) consecutive calendar months, Continuing Directors shall cease to
constitute a majority of the board of directors of the Company.
Page 12
<Page>
Code. The Internal Revenue Code of 1986, as amended.
Collateral. All of the property, rights and interests of the Company and
the Restricted Subsidiaries that are or are intended to be subject to the
security interests and mortgages created by the Security Documents.
Commitment. With respect to each Bank, the amount set forth on Schedule 1
hereto as the maximum amount of such Bank's commitment to make Syndicated Loans
to, and to participate in the issuance, extension and renewal of Letters of
Credit for the account of, the Company, as the same may be reduced from time to
time; or if such Bank's commitment is terminated pursuant to the provisions
hereof, zero. Each Bank's Commitment shall be deemed to be reduced, while any
Competitive Bid Loans are outstanding, by an amount equal to such Bank's
Commitment Percentage of such outstanding Competitive Bid Loans.
Commitment Fee. See section 2.2.
Commitment Fee Rate. At any time of determination, an annual percentage
rate determined in accordance with the Pricing Grid.
Commitment Percentage. With respect to each Bank, the percentage set forth
opposite such Bank's name on Schedule 1 hereto.
Company. See preamble.
Company Loans. The Loans other than the Hasbro SA Loans.
Company Security Agreement. The Security Agreement between the Company and
the Agent, substantially in the form of Exhibit I hereto to be entered into to
the extent required by section 6.2.
Competitive Bid Loan(s). A Borrowing hereunder consisting of one or more
revolving credit loans made by any of the Banks whose offer to make a revolving
credit loan as part of such Borrowing has been accepted by the Company and/or
Hasbro SA under the auction bidding procedure described in section 2.5.
Competitive Bid Notes. See section 2.6.
Competitive Bid Note Record. A Record with respect to a Competitive Bid
Note.
Competitive Bid Quote. An offer by a Bank to make a Competitive Bid Loan in
accordance with section 2.5 hereof.
Competitive Bid Quote Request. See section 2.5.1(b).
Competitive Bid Rate. See section 2.5.1(d)(ii)(C).
Compliance Certificate. See section 9.5(c).
Page 13
<Page>
Consolidated or consolidated. With reference to any term defined herein,
shall mean that term as applied to the accounts of the Company and all of its
Subsidiaries, consolidated in accordance with GAAP.
Consolidated Cash. The consolidated cash and cash equivalents of the
Company and its Subsidiaries, determined in accordance with GAAP.
Consolidated Net Earnings (or Loss). The consolidated net earnings (or
loss) of the Company and its Subsidiaries, after deduction of all expenses,
taxes, and other proper charges, determined in accordance with GAAP, after
eliminating therefrom all extraordinary items of income.
Consolidated Operating Profit (or Loss). The consolidated operating profit
(or loss) of the Company and its Subsidiaries identified as such on the
Company's income statement for any period, determined in accordance with GAAP.
Consolidated Total Funded Debt. As at any date of determination, with
respect to the Company and its Subsidiaries, the amount equal to, without
duplication, (a) the aggregate amount of Indebtedness of the Company and its
Subsidiaries, on a consolidated basis, relating to (i) the borrowing of money or
the obtaining of credit, (ii) the deferred purchase price of assets (other than
trade payables incurred in the ordinary course of business), (iii) in respect of
any Synthetic Leases or any Capitalized Leases and (iv) the face amount of all
letters of credit outstanding plus (b) the aggregate amount of Indebtedness of
the type referred to in clause (a) of another Person (other than the Company or
a Subsidiary thereof) guaranteed by the Company or any of its Subsidiaries plus
(c) the Attributable Debt. In determining under clause (a) of this definition
the Indebtedness of the Company and its Subsidiaries under or in respect of any
Permitted Receivables Securitization Facility or under clause (c) of this
definition the Attributable Debt in respect of any Permitted Receivables
Securitization Facility, such Indebtedness or amount shall be reduced by any
escrowed or pledged cash proceeds which effectively secure such Indebtedness or
the obligations of the Company or any such Subsidiary under such Permitted
Receivables Securitization Facility.
Consolidated Total Interest Expense. For any period, the aggregate amount
of interest expense of the Company and its Subsidiaries determined on a
consolidated basis in accordance with GAAP for such period.
Continuing Directors. With respect to any period of twelve (12) consecutive
calendar months, any member of the board of directors of the Company who (a) was
a member of such board of directors on the first day of such period or (b) was
nominated for election or elected to such board of directors with the approval
of a majority of the Continuing Directors who were members of such board of
directors at the time of such nomination or election.
Copyright Memorandum. The Memorandum of Grant of Security Interest in
Copyrights by and among the Company, the Restricted Subsidiaries and the Agent,
in substantially the form of Exhibit M hereto to be entered into to the extent
required by section 6.2.
Page 14
<Page>
Credit Insurance Provider. A Person party to a Credit Insurance Provider
Agreement.
Credit Insurance Provider Agreement. An agreement entered into by and among
the Company, the Subsidiaries of the Company named therein and the Credit
Insurance Provider, pursuant to which the Company and certain of its
Subsidiaries agree to sell, assign, pledge and transfer to the Credit Insurance
Provider certain accounts receivable under the terms and conditions of the
Credit Insurance Provider Agreement.
Default. Any Event of Default and any event which, but for the giving of
notice or the lapse of time, or both, would constitute an Event of Default.
Delinquent Bank. See section 16.8.3.
Distribution. Any of (a) the declaration or payment of any dividend on or
in respect of any shares of any class of Capital Stock of the Company other than
dividends payable solely in shares of common stock of the Company (or payable
pursuant to the Rights Agreement, dated June 16, 1999, between the Company and
Fleet National Bank (f/k/a BankBoston, N.A.) as amended); (b) the purchase,
redemption, defeasance, retirement or other acquisition of any shares of any
class of Capital Stock of the Company directly or indirectly through a
Subsidiary of the Company or otherwise (including the setting apart of assets
for a sinking or other analogous fund to be used for such purpose, and excluding
any such acquisition by way of payment of any portion of the exercise price for
any stock option in such shares, or in respect to any withholding taxes related
to any such stock option exercise); or (c) the return of capital by the Company
to its shareholders as such; or any other distribution on or in respect of any
shares of any class of Capital Stock of the Company.
Dollar(s) and $. The lawful currency of the United States of America.
Dollar Equivalent. On any particular date, with respect to any amount
denominated in Dollars, such amount in Dollars, and with respect to any amount
denominated in currency other than Dollars, the amount (as reasonably
ascertained by the Agent which determination shall be conclusive absent manifest
error) of Dollars which could be purchased by the Agent (in accordance with its
normal banking practices) in the London foreign currency deposit market with
such amount of such currency at the Exchange Rate on such date.
Domestic Subsidiary. Any Subsidiary of the Company that is not a Foreign
Subsidiary.
Drawdown Date. The date on which any Loan is made or is to be made, and the
date on which any Loan is converted or continued in accordance with section
4.1(a).
EBITDA. With respect to any particular fiscal period, EBITDA shall mean the
amount equal to (a) Consolidated Operating Profit (or Loss) for such period,
plus (b) in each case without duplication, and to the extent deducted in
calculating Consolidated Operating Profit (or Loss) for such period, (i)
depreciation and amortization of the Company and its Subsidiaries, (ii) other
non-cash charges of the Company and its Subsidiaries, and (iii) extraordinary
Page 15
<Page>
losses of the Company and its Subsidiaries, and minus (c) to the extent included
in Consolidated Operating Profit (or Loss) for such period, extraordinary gains
of the Company and its Subsidiaries for such period, all determined in
accordance with GAAP.