FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

EXHIBIT 4.5

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT , dated as of March 11, 2005 (this " Amendment "), is by and among (a) Hasbro, Inc., a Rhode Island corporation (the " Company "), and Hasbro SA, a corporation organized under the laws of Switzerland and a wholly owned subsidiary of the Company (" Hasbro SA "), (b) the Banks party to the Credit Agreement referred to below (the " Banks "), (c) Bank of America, N.A. (as successor in interest to Fleet National Bank in its capacity as agent), as agent for the Banks (in such capacity, the " Agent ") and (d) Fleet National Bank, as Former Agent (as defined below).  Capitalized terms not otherwise defined herein which are defined in the Credit Agreement referred to below shall have the same respective meanings herein as therein.

WHEREAS , the Company, Hasbro SA, the Banks and the Agent are party to that certain Third Amended and Restated Revolving Credit Agreement, dated as of November 14, 2003 (as amended and in effect from time to time, the " Credit Agreement "), by and among the Company, Hasbro SA, the Banks and the Agent; and

WHEREAS , the Company, the Banks and the Agent have agreed to, inter alia , modify certain terms and conditions of the Credit Agreement as specifically set forth in this Amendment;

NOW, THEREFORE , in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

§1.

Amendments to the Credit Agreement .  

(a)

Section 1.1 of the Credit Agreement is hereby amended by restating the following definitions set forth in such §1.1 in their entirety as set forth below:

" Agent .  Bank of America, N.A., acting as agent for the Banks, and each other Person appointed as the successor Agent in accordance with §16.11."

" Arranger .  Banc of America Securities LLC."

" Guaranty .  The Third Amended and Restated Guaranty, dated as of the Effective Date, as the same may be amended and in effect from time to time, made by each Restricted Subsidiary in favor of the Banks and the Agent pursuant to which each Restricted Subsidiary guarantees to the Banks and the Agent the payment and performance of the Guaranteed Obligations and in form and substance reasonably satisfactory to the Agent."

“ Loan Documents .  Collectively, this Agreement, the Notes, the Letter of Credit Applications, the Letters of Credit, the Guaranty, the Subordination Agreements, the Agent’s Fee Letter and the Fee Letter.”

“ Material Adverse Effect .  With respect to any event or occurrence of whatever nature (including any adverse determination in any litigation, arbitration or governmental investigation or proceeding):

(a)

a material adverse effect on the business, properties, condition, assets, operations or results of operations of the Hasbro Companies, taken as a whole;

(b)

a material adverse effect on the ability of the Company individually or the Hasbro Companies taken as a whole, to perform its or their respective Obligations (as the case may be) under the Loan Documents; or

(c)

any material impairment of (i) the validity, binding effect or enforceability of this Agreement or any of the other Loan Documents, or (ii) the rights, remedies or benefits available to the Agent or any Bank under the Loan Documents.

" Pricing Grid .  As set forth in the table below:

For purposes of the foregoing table:

(i)

if the rating system of any Rating Agency shall change, or if any Rating Agency shall cease to be in the business of rating corporate debt obligations, the Company and the Agent shall negotiate in good faith to amend the foregoing table (which amendment shall require the consent of the Majority Banks) to reflect such changed rating system or the unavailability of ratings from such Rating Agency and, pending the effectiveness of any such amendment, the Margin and the Commitment Fee Rate shall be determined by reference to, and shall be based on, the higher of, each Rating of each Rating Agency to which neither this clause (i) nor clause (iii) below then applies;

(ii)

if the Ratings established by the Rating Agencies shall fall within different Levels, the Margin and the Commitment Fee Rate shall be based on the lower of the two highest Ratings;

(iii)

if any Rating Agency shall not have a Rating in effect (other than by reason of the circumstances referred to in clause (i) above), then the Margin and the Commitment Fee Rate shall be determined by reference to, and shall be based on, the higher of, each Rating of each Rating Agency to which neither clause (i) above nor this clause (iii) then applies; and

(iv)

if any Rating Agency shall change its Rating (other than by reason of the circumstances referred to in clause (i) above), such change shall be effective as of the date on which it is first announced by such Rating Agency.

Each change in the Margin and the Commitment Fee Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change."

" Swing Line Bank .  Bank of America, N.A."

(b)

Section 1.1 of the Credit Agreement is hereby further amended by adding the following new definitions to such §1.1 in appropriate alphabetical order:

" Capitalization .  As at any date of determination, the sum of Consolidated Debt with respect to the Company and its Subsidiaries and Shareholders’ Equity."

“ Consolidated Debt .  As at any date of determination, with respect to the Company and its Subsidiaries, the aggregate amount, without duplication, of Indebtedness of the types referred to in clauses (a), (b), (d), (e) and (f) of the definition of Indebtedness.”

" First Amendment .  The First Amendment to Third Amended and Restated Revolving Credit Agreement, dated as of March 11, 2005, by and among the Company, the Banks and the Agent."

" Guaranteed Obligations .  Collectively, (a) the Obligations, (b) other Indebtedness of the Company consisting of guaranties of Indebtedness of Foreign Subsidiaries owing to any Bank or Bank Affiliate, and (c) obligations of the Company or its Subsidiaries to the Banks or any Bank Affiliate and the Agent (individually or collectively) arising under Interest Hedging Agreements and Hedging Agreements."

" Shareholders ’ Equity .  As at any date of determination, shareholders’ equity of the Company as of that date determined in accordance with GAAP."

(c)

Section 1.1 of the Credit Agreement is hereby amended by deleting in their entirety the following definitions: “Collateral”, “Company Security Agreement”, Copyright Memorandum”, “Patent Agreement”, “Secured Obligations”, “Security Documents”, “Subsidiary Security Agreement”, and “Trademark Agreement”.

(d)

Section 2.3 of the Credit Agreement is hereby amended by restating the final sentence set forth in such §2.3 in its entirety as set forth below:

"In addition, the Total Commitment shall be reduced in accordance with §2.11."

(d)

Section 6.2 of the Credit Agreement is hereby amended by restating §6.2 in its entirety as follows:

" 6.2.

RESERVED . "

(e)

Section 6.3 of the Credit Agreement is hereby amended by restating §6.3 in its entirety as follows:

" 6.3.

Guaranties of Restricted Subsidiaries .   The Guaranteed Obligations shall be guaranteed pursuant to the terms of the Guaranty."

(f)

Sections 8.2 and 8.4 of the Credit Agreement are hereby amended to delete the references therein to “filings in connection with the Security Documents”.

(g)

Sections 9.6.3 and 9.6.4 are hereby restated in their entirety as follows:

“ 9.6.3.

RESERVED .”

“ 9.6.4.

RESERVED .”

(h)

Section 9.8 of the Credit Agreement is hereby amended by deleting the following phrase: “and otherwise in accordance with the terms of the Security Documents (if any) to which such Person becomes and remains a party pursuant to §6.2 hereof”.

(i)

Section 9.14 of the Credit Agreement is hereby amended by deleting therefrom the following phrase: “and if and to the extent required under §6.2, the Subsidiary Security Agreement, together with such other documents, certificates and instruments (including Perfection Certificates and UCC financing statements) required to be delivered pursuant to such Security Documents and otherwise as may be reasonably requested by the Agent in accordance with § 6.2”.

(j)

Section 10.2(viii) of the Credit Agreement is hereby amended by deleting therefrom the word “Secured”.

(k)

Section 10.3 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (t), replacing the period at the end of clause (u) with “; and” and inserting the following new clause (v):

“(v)

Auction Rate Securities offering taxable and tax exempt dividends or

interest, whose rate is reset periodically through a Dutch auction process and which are rated at least “AA” by Standard & Poors, “Aa” by Moody’s or “AA” by Fitch.”

(l)

Section 10.4 of the Credit Agreement is hereby amended by deleting provisions (A) and (B) of subsection (c) of §10.4 in their entirety, and inserting in lieu thereof, following the text ", after giving effect to such redemption or repurchase," the text:

"the pro forma ratio of Consolidated Debt on the last day of the most recently ended fiscal quarter ending immediately prior to such redemption or repurchase to Capitalization on the last day of the most recently ended fiscal quarter ending immediately prior to such redemption or repurchase shall not exceed 0.30 : 1.00 (after giving pro forma effect to such redemption or repurchase as if it occurred immediately prior to such date);"

(h)

Section 10.4 of the Credit Agreement is hereby further amended by deleting provisions (A) and (B) of subsection (f) of §10.4