EXHIBIT 10(R)
"____________" DENOTES MATERIAL THAT HAS BEEN OMITTED FROM THE PUBLICLY FILED
VERSION OF THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER
RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
AMENDMENT NO. 8 TO RECEIVABLES PURCHASE AGREEMENT
This AMENDMENT NO. 8 TO RECEIVABLES PURCHASE AGREEMENT, dated as of
December 18, 2006 (this "Amendment Agreement"), is made by and among Hasbro
Receivables Funding, LLC (the "Seller"), CAFCO, LLC ("CAFCO"), ▇▇▇▇▇▇▇▇ Funding
Corporation ("▇▇▇▇▇▇▇▇"), Citibank, N.A. ("Citibank"), BNP Paribas acting
through its New York Branch ("BNP Paribas"), as a Bank and an Investor Agent
(each as defined in the Agreement) (as defined below), Citicorp North America,
Inc., as program agent (the "Program Agent") for the Investors (as defined in
the Agreement) and the Banks and as an Investor Agent, Hasbro, Inc., as
collection agent and undertaking party under the Parent Undertaking (as defined
in the Agreement defined below) (the "Collection Agent and the Parent"), and
Hasbro, Inc., and Wizards of the Coast, Inc., as originators (the
"Originators").
Preliminary Statements. (1) The Seller, CAFCO, ▇▇▇▇▇▇▇▇, Citibank, BNP
Paribas, the Program Agent, the Collection Agent, the Investor Agents and the
Originators are parties to a Receivables Purchase Agreement, dated as of
December 10, 2003, as amended as of August 27, 2004, as of November 18, 2004, as
of December 3, 2004, as of December 7, 2005, as of January 23, 2006, as of May
17, 2006 and as of December 6, 2006 (as amended, the "Agreement"; capitalized
terms used herein and not otherwise defined herein shall have the meanings
attributed to them in the Agreement).
(2) The Seller, CAFCO, ▇▇▇▇▇▇▇▇, Citibank, BNP Paribas, the Program
Agent, the Collection Agent and the Originators wish to amend the Agreement, to,
among other things, increase the Purchase Limit.
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Amendments to Agreement. Effective as of the date hereof in
accordance with Section 2 of this Amendment Agreement:
(a) Section 1.01 of the Agreement is amended as follows:
(i) (A) The definition of "Applicable Margin" is restated in
its entirety to read as follows:
"'Applicable Margin' means, at any time, the percentage
determined pursuant to Annex F corresponding to the
more favorable to the Seller of the Parent's
Debt/Earnings Ratio
for the most recent fiscal quarter and the Parent's
Debt Rating at such time."
(B) The definition of "Bank Commitment" is restated in its
entirety as follows:
"'Bank Commitment' of any Bank means, (a) with respect
to Citibank, $150,000,000 from and including the first
day of the October Fiscal Month of each year and ending
on the last day of the January Fiscal Month of the next
year, and at all other times, $125,000,000 or such
amount as reduced or increased by any transfer under
any Assignment and Acceptance entered into among
Citibank, another Bank, the Investor Agent for Citibank
and the Program Agent, (b) with respect to BNP Paribas,
$150,000,000 from and including the first day of the
October Fiscal Month of each year and ending on the
last day of the January Fiscal Month of the next year,
and at all other times, $125,000,000 or such amount as
reduced or increased by any transfer under any
Assignment and Acceptance entered into among BNP
Paribas, another Bank, the Investor Agent for BNP
Paribas and the Program Agent or (c) with respect to a
Bank (other than Citibank or BNP Paribas) that has
entered into an Assignment and Acceptance, the amount
set forth therein as such Bank's Bank Commitment, in
each case as such amount may be reduced or increased by
an Assignment and Acceptance entered into among such
Bank, an Eligible Assignee, the Investor Agent for such
Bank and the Program Agent, and as may be further
reduced (or terminated) pursuant to the next sentence.
Any reduction (or termination) of the Purchase Limit
pursuant to the terms of this Agreement shall reduce
ratably (or terminate) each Bank's Bank Commitment;
provided that if the Investors and Banks in any Group
(the 'Departing Group') shall determine not to extend
the Commitment Termination Date or shall approve an
extension of the Commitment Termination Date based on a
reduced Investor Purchase Limit for their Group, then,
if the Investors and the Banks in the other Groups
shall nonetheless determine to extend the Commitment
Termination Date, effective from such Commitment
Termination Date, the Bank Commitment of each Bank in
the Departing Group shall be reduced (ratably, or as
otherwise mutually agreed by such Banks) or
terminated."
(C) The definition of "Commitment Termination Date" is
amended by deleting the date "December 18, 2006" in
line
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one thereof and replacing it with the date "December 5,
2007".
(D) The definition of "Concentration Limit" is restated in
its entirety to read as follows:
"'Concentration Limit' for any Obligor means (i) at any
time that such Obligor's Debt Rating is at least
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('Normal Concentration Limit'), or such other higher
percentage or dollar amount ('Special Concentration
Limit') for such Obligor designated by the Program
Agent and each Investor Agent in a writing delivered to
the Seller; provided that in the case of an Obligor
with any Affiliated Obligor, the Concentration Limit
shall be calculated as if such Obligor and such
Affiliated Obligor are one Obligor; provided further,
that the Program Agent or any Investor Agent may for
bona fide credit reasons reduce or cancel any Special
Concentration Limit for any Obligor upon three Business
Days' notice to the Seller (with a copy to each of the
other Agents). The foregoing notwithstanding, but
subject to the two provisos in the previous sentence,
the Special Concentration Limit
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as the case may be, shall be the applicable
Concentration Limit determined pursuant to clauses (ii)
and (iii) of the first sentence of this definition."
(E) The definition of "Debt Rating" is restated in its
entirety to read as follows:
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"'Debt Rating' for any Person means the rating
determined by one or more of S&P, ▇▇▇▇▇'▇ or Fitch, as
the case may be, of such Person's long-term public
senior unsecured non-credit enhanced debt."
(F) The definition of "Dilution Horizon Factor" is restated
in its entirety to read as follows:
"'Dilution Horizon Factor' means (i) as of any date
which does not occur during the Ratings and Leverage
Period, a ratio computed by dividing (A) the aggregate
original Outstanding Balance of all Originator
Receivables created by the Originators during the
number of Fiscal Months determined pursuant to the
definition of Liquidation Period by (B) the Outstanding
Balance of Originator Receivables (other than Defaulted
Receivables), less Collections on hand but not yet
applied to reduce the Outstanding Balance of Originator
Receivables, in each case as at the last day of the
most recently ended Fiscal Month and (ii) as of any
date which occurs during the Ratings and Leverage
Period, a ratio computed by dividing (A) the aggregate
original Outstanding Balance of all Originator
Receivables created by the Originators during the three
most recently ended Fiscal Months by (B) the
Outstanding Balance of Originator Receivables (other
than Defaulted Receivables), less Collections on hand
but not yet applied to reduce the Outstanding Balance
of Originator Receivables, in each case as of the last
day of the most recently ended Fiscal Month."
(G) The definition of "Dilution Percentage" is restated in
its entirety to read as follows:
"'Dilution Percentage' means, as of any date, the
product of (a) the sum of (i) the product of (x) 2.0
(or for so long as the Ratings and Leverage Period
shall have occurred and shall be continuing, 1.5),
multiplied by (y) the average of the Dilution Ratios
for each of the twelve most recently ended Fiscal
Months, plus (ii) the Dilution Volatility Ratio as at
the last day of the most recently ended Fiscal Month,
multiplied by (b) the Dilution Horizon Factor as of
such date."
(H) The definition of "Dilution Ratio" is restated in its
entirety to read as follows:
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"'Dilution Ratio' means (i) as of any date which does
not occur during the Ratings and Leverage Period, the
ratio (expressed as a percentage) computed for the most
recently ended Fiscal Month by dividing (A) the
aggregate amount of Diluted Receivables arising during
such Fiscal Month by (B) the aggregate Outstanding
Balance (in each case, at the time of creation) of all
Originator Receivables created during the sixth Fiscal
Month immediately preceding such Fiscal Month and (ii)
as of any date which occurs during the Ratings and
Leverage Period, the ratio (expressed as a percentage)
computed for the most recently ended Fiscal Month by
dividing (A) the aggregate amount of Diluted
Receivables less an amount equal to the amount of
Planned Diluted Receivables arising during such Fiscal
Month by (B) the aggregate Outstanding Balance (in each
case at the time of creation) of all Originator
Receivables created during the third Fiscal Month
immediately preceding such Fiscal Month."
(I) The definition of "Dilution Reserve" is restated in its
entirety to read as follows:
"'Dilution Reserve' means, for any Receivable Interest
on any date, an amount equal to the greater of:
(a) DP x (C + YFR)
where:
DP = the Dilution Percentage on such date.
C = the Capital of such Receivable Interest
on such date.
YFR = the Yield and Fee Reserve for such
Receivable Interest on such date.
or (b) PD x 2.0
where:
PD = the Projected Dilution for the most
recent Fiscal Month.
provided, that for so long as the Ratings and Leverage
Period shall have occurred and shall be continuing,
then the Dilution Reserve shall be as set forth only in
clause (a) above."
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(J) The definition of "Facility Termination Date" is
amended by deleting the date "December 18, 2006" in
line one thereof and replacing it with the date
"December 1, 2011".
(K) The definition of "Investor Purchase Limit" is restated
in its entirety as follows:
"'Investor Purchase Limit' means (a) with respect to
the Group consisting of CAFCO and its Related Banks,
$150,000,000 from and including the first day of the
October Fiscal Month of each year and ending on the
last day of the January Fiscal Month of the next year,
and at all other times, $125,000,000, and (b) with
respect to the Group consisting of ▇▇▇▇▇▇▇▇ and its
Related Banks, $150,000,000 from and including the
first day of the October Fiscal Month of each year and
ending on the last day of the January Fiscal Month of
the next year, and at all other times, $125,000,000.
Any reduction (or termination) of the Purchase Limit
pursuant to the terms of this Agreement shall reduce
ratably (or terminate) each Group's Investor Purchase
Limit; provided, that if any Departing Group shall
determine not to extend the Commitment Termination Date
or shall approve an extension of the Commitment
Termination Date based on a reduced Investor Purchase
Limit for their Group, then, if the Investors and Banks
in the other Groups shall nonetheless determine to
extend the Commitment Termination Date, effective from
such Commitment Termination Date, the Investor Purchase
Limit of the Departing Group shall be so reduced or
terminated.
(L) The definition of "Net Receivables Pool Balance" is
restated in its entirety to read as follows:
"'Net Receivables Pool Balance' means at any time the
Outstanding Balance of Eligible Receivables then in the
Receivables Pool reduced by the sum of (without
duplication) (i) the aggregate amount by which the
Outstanding Balance of Eligible Receivables of each
Obligor then in the Receivables Pool exceeds the
product of (A) the Concentration Limit for such Obligor
multiplied by (B) the aggregate outstanding Capital of
all Receivable Interests (provided, that if such
Concentration Limit is calculated as a dollar amount,
then such dollar amount shall be used in lieu of the
product of clauses (A) and (B)), (ii) the aggregate
amount of Collections on hand at such time but not yet
applied to reduce the Outstanding Balance
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of a Pool Receivable, (iii) to the extent credit memos
exceed open deductions, the aggregate Outstanding
Balance of all Eligible Receivables in respect of which
any credit memo issued by an Originator or the Seller
is outstanding at such time to the extent not yet
applied to reduce the Outstanding Balance of a Pool
Receivable, (iv) the amount, if any, by which (A) the
aggregate Outstanding Balance of all Eligible
Receivables then in the Receivables Pool having
original due dates more than
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Outstanding Balance of all Receivables then in the
Receivables Pool and (ix) so long as the Ratings and
Leverage Period shall have occurred and shall be
continuing, an amount equal to the then Planned
Dilution Reserve."
(M) The definition of "Purchase Limit" is amended in its
entirety to read as follows:
"'Purchase Limit' means $300,000,000 from and including
the first day of the October Fiscal Month of each year
and ending on the last day of the January Fiscal Month
of the next year, and at all other times, $250,000,000,
as such amount may be reduced pursuant to the
immediately succeeding sentence or Section 2.01(b). In
the event that the Facility Termination Date shall
occur solely under clause (d) of such defined term,
then on such Facility Termination Date the Purchase
Limit shall be reduced by the aggregate Bank
Commitments of the Banks in the Group for which such
Facility Termination Date has occurred (as such Bank
Commitments were in effect immediately prior to such
Facility Termination Date). References to the unused
portions of the Purchase Limit
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shall mean, at any time, the Purchase Limit, as then
reduced pursuant to Section 2.01(b), minus the then
outstanding Capital of Receivable Interests under this
Agreement."
(N) The definition of "Subsidiary" is amended in its
entirety to read as follows:
"'Subsidiary' of a Person means a corporation,
partnership, joint venture, limited liability company
or other business entity of which a majority of the
shares of Capital Stock having ordinary voting power
for the election of directors or other governing body
(other than Capital Stock having such power only by
reason of the happening of a contingency) are at the
time beneficially owned directly or indirectly through
one or more Subsidiaries by such Person. Unless
otherwise specified, all references herein to a
'Subsidiary' or to 'Subsidiaries' shall refer to a
Subsidiary or Subsidiaries of the Parent."
(O) The definition of "Weekly Reporting Period" is amended
in its entirety to read as follows:
"'Weekly Reporting Period' means the period beginning
on the first day of the December Fiscal Month of each
year and ending on the last day of the February Fiscal
Month of the next year; provided, that Weekly Reporting
Period shall mean the period beginning on the first day
of the January Fiscal Month of each year and ending on
the last day of the February Fiscal Month of each year
for so long as the Ratings and Leverage Period shall
have occurred and shall then be continuing."
(ii) The following new definitions are hereby added in their
proper alphabetical order:
(A) "'Attributable Indebtedness' means, 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
Parent and its Subsidiaries in
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respect of, or the obligations of the Parent 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."
(B) "'Capital Stock' means 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."
(C) "'Capitalized Leases' means leases under which the
Parent 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."
(D) "'Consolidated EBITDA' means, with respect to any
particular fiscal period, 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 Parent and its
Subsidiaries, (ii) other non-cash charges of the Parent
and its Subsidiaries, and (iii) extraordinary losses of
the Parent and its Subsidiaries, and minus (c) to the
extent included in Consolidated Operating Profit (or
Loss) for such period, extraordinary gains of the
Parent and its Subsidiaries for such period, all
determined in accordance with GAAP."
(E) "'Consolidated Operating Profit (or Loss)' means the
consolidated operating profit (or loss) of the Parent
and its Subsidiaries identified as such on the Parent's
income statement for any period, determined in
accordance with GAAP."
(F) "'Consolidated Total Funded Debt' means, as of any date
of determination, with respect to the Parent and its
Subsidiaries, the amount equal to, without duplication,
(a) the aggregate amount of Indebtedness of the Parent
and
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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) any Synthetic Lease Obligation or any
Capitalized Leases, (iv) the face amount of all letters
of credit outstanding, (v) any Recourse Obligations,
plus (b) the aggregate amount of Indebtedness of the
type referred to in clause (a) of another Person (other
than the Parent or a Subsidiary thereof) guaranteed by
the Parent or any of its Subsidiaries plus (c) the
Attributable Indebtedness. In determining under clause
(a) of this definition the Indebtedness of the Parent
and its Subsidiaries under or in respect of any
Permitted Receivables Securitization Facility or under
clause (c) of this definition the Attributable
Indebtedness 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 Parent or any such Subsidiary
under such Permitted Receivables Securitization
Facility."
(G) "'Credit Agreement' means the Revolving Credit
Agreement dated as of June 23, 2006 among Hasbro, Inc.,
and Hasbro SA as Borrowers, Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer,
and the other lenders party thereto, Citibank, N.A. and
Citizen Bank of Massachusetts, as Co-Syndication
Agents, Commerzbank AG, New York and Grand Cayman
Branches, and BNP Paribas as Co-Documentation Agents
and Banc of America Securities LLC, as Sole Lead
Arranger and Sole Book Manager as the same may be
amended, modified or restated from time to time."
(H) "'Debt/Earnings Ratio' means, for any fiscal quarter of
the Parent, the ratio of Consolidated Total Funded Debt
at the end of such fiscal quarter to Consolidated
EBITDA for the fiscal period consisting of such fiscal
quarter and the three preceding fiscal quarters."
(I) "'Designated Borrower' means Hasbro SA, a corporation
organized under the laws of Switzerland and a
wholly-owned Subsidiary of the Parent."
(J) "'GAAP' means generally accepted accounting principles
in the United States consistent with the opinions and
pronouncements of the Accounting Principles Board and
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the American Institute of Certified Public Accountants
and statements and pronouncements of the Financial
Accounting Standards Board or such other principles as
may be approved by a significant segment of the
accounting profession in the United States, that are
applicable to the circumstances as of the date of
determination, consistently applied."
(K) "'Indebtedness' as applied to any Person, means,
without duplication:
(a) every obligation of such Person to repay money
borrowed,
(b) every obligation of such Person for principal
evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred in
connection with the acquisition of property, assets or
businesses,
(c) every reimbursement obligation of such Person
with respect to letters of credit, bankers' acceptances
or similar facilities issued for the account of such
Person,
(d) every obligation of such Person issued or
assumed as the deferred purchase price of property or
services (including securities repurchase agreements
but excluding (i) trade accounts payable or accrued
liabilities arising in the ordinary course of business,
(ii) earnout obligations in respect of assets or
businesses acquired prior to the Closing Date (as
defined in the Credit Agreement) and (iii) obligations
to repurchase any ▇▇▇▇▇ Warrant (as defined in the
Credit Agreement) under the Warrant Amendment Agreement
(as defined in the Credit Agreement),
(e) every obligation of such Person under any
Capitalized Lease,
(f) every obligation of such Person under any
Synthetic Lease Obligation,
(g) Indebtedness of any other entity (including
any partnership in which such Person is a general
partner) to the extent that such Person is liable
therefor as a result of such Person's ownership
interest in or other relationship with such entity,
except to the extent that the terms of such
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Indebtedness provide that such Person is not liable
therefor and such terms are enforceable under
applicable law,
(h) every obligation, contingent or otherwise, of
such Person guaranteeing, or having the economic effect
of guaranteeing or otherwise acting as surety for, any
obligation of a type described in any of clauses (a)
through (h) (the 'primary obligation') of another
Person (the 'primary obligor'), in any manner, whether
directly or indirectly, and including, without
limitation, any such obligation of such Person (i) to
purchase or pay (or advance or supply funds for the
purchase of) any security for the payment of such
primary obligation, (ii) to purchase property,
securities or services for the purpose of assuring the
payment of such primary obligation, or (iii) to
maintain working capital, equity capital or other
financial statement condition or liquidity of the
primary obligor so as to enable the primary obligor to
pay such primary obligation.
The 'amount' or 'principal amount' of any Indebtedness
at any time of determination represented by (w) any
Indebtedness, issued at a price that is less than the
principal amount at maturity thereof, shall be the
amount of the liability in respect thereof determined
in accordance with GAAP, (x) any Capitalized Lease
shall be the discounted aggregate rental obligations
under such Capitalized Lease required to be capitalized
on the balance sheet of the lessee in accordance with
GAAP and (y) any Synthetic Lease shall be the
stipulated loss value, termination value or other
equivalent amount."
(L) "'Permitted Receivables Securitization Facility' means
any transaction or series of related transactions
providing for the financing of any Receivables (as
defined in the Credit Agreement); provided that any
such transaction shall be consummated on terms that
include terms substantially as described on Schedule
1.03 to the Credit Agreement or as the Required Lenders
(as defined in the Credit Agreement) may otherwise
consent, such consent not to be unreasonably withheld."
(M) "'Planned Diluted Receivable' means that portion (and
only that portion) of any Originator Receivable which
is either reduced or cancelled as a result of the
application of a credit to such Receivable issued with
respect to a Planned Dilution."
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(N) "'Planned Dilution' means, with respect to any
Originator Receivable, the aggregate amount of credits
which have been accrued for in advance by the relevant
Originator consistent with past practices and are
issued with respect to such Originator Receivable
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(O) "'Planned Dilution Reserve' means as of any date of
determination during the period from and including the
first day of the January Fiscal Month of each year and
ending on the last day of the November Fiscal Month of
each year, an amount equal to the sum of (a) the
Planned Dilution Reserve as shown on the Monthly Report
for the immediately preceding Fiscal Month plus (b)
amounts representing total accruals for Planned
Dilution during the current Fiscal Month earned, but
not yet paid
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(P) "'Ratings and Leverage Period' means any period of time
during which the Parent's Debt Rating is at least BBB-
by S&P or Baa1 by ▇▇▇▇▇'▇ or BBB- by Fitch (provided,
that at no time during such period shall the Parent's
Debt Rating be below BB+ by S&P or Ba1 by ▇▇▇▇▇'▇ or
BB+ by Fitch) and the Debt/Earnings Ratio for the most
recent fiscal quarter is less than or equal to 2:75 to
1:0.
(Q) "'Receivables Subsidiary" means any special purpose,
bankruptcy-remote corporation, limited liability
company, trust or other entity established and majority
owned by the Parent that purchases, receives
contributions of, or receives financing secured by,
Receivables (as defined in the Credit
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Agreement) generated by the Parent or any of its
Subsidiaries."
(R) "'Recourse Obligations' of a Person means all sales
with recourse by such Person of (i) accounts or general
intangibles for money due or to become due, (ii)
chattel paper, instruments or documents creating or
evidencing a right to payment of money or (iii) other
receivables (collectively 'receivables'), whether
pursuant to a purchase facility or otherwise, other
than in connection with the disposition of the business
operations of such Person relating thereto or a
disposition of defaulted receivables for collection and
not as a financing arrangement, and together with any
obligation of such Person to pay any discount,
interest, fees, indemnities, penalties, recourse,
expenses or other amounts in connection therewith. The
outstanding amount of any Recourse Obligation shall be
the portion of the principal investment of the
purchaser thereof (other than the Parent or a
Significant Subsidiary) as to which recourse to such
Person exists, in any event excluding amounts
representative of yield and interest earned on such
investment."
(S) "'Significant Subsidiary' means (a) the Designated
Borrower, (b) any other Subsidiary of the Parent (other
than any Receivables Subsidiary), which, either alone
or together with the Subsidiaries of such Subsidiary,
meets either of the following conditions:
(i) the investments of the Parent and its
Subsidiaries in, or their proportionate share
(based on their equity interests) of the book
value of the total assets (after intercompany
eliminations) of, the Subsidiary in question
exceed 10% of the book value of the total assets
of the Parent and its Subsidiaries on a
consolidated basis, or
(ii) the equity of the Parent and its Subsidiaries
in the revenues of the Subsidiary in question
exceeds 10% of the revenues from continuing
operations of the Parent and its Subsidiaries on a
consolidated basis for the Parent's most recent
fiscal year; or
(c) Any other Subsidiary of the Parent designated as a
'Significant Subsidiary' by the Parent in a written
notice to the Administrative Agent (as defined in the
Credit Agreement) with a copy to the Program Agent."
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(T) "'Synthetic Lease Obligation' means the monetary
obligation of a Person under (a) a so-called synthetic,
off-balance sheet or tax retention lease, or (b) an
agreement for the use or possession of property
creating obligations that do not appear on the balance
sheet of such Person but which, upon the insolvency or
bankruptcy of such Person, would be characterized as
the indebtedness of such Person (without regard to
accounting treatment)".
(b) Section 1.02 of the Agreement is amended by deleting the term
"generally accepted accounting principles" and replacing it with
the term "GAAP".
(c) Section 4.01(e) of the Agreement is amended by deleting the date
"December 10, 2003" in line five thereof and replacing it with
the date "December 25, 2005".
(d) Section 4.02(e) of the Agreement is amended by deleting the date
"September 28, 2003" in line seven thereof and replacing it with
the date "December 25, 2005".
(e) Clause (x) of Section 5.01(k) of the Agreement is amended in its
entirety to read as follows:
"(x) at the time of the delivery of the financial
statements provided for in clauses (i) and (ii) of this
paragraph, (A) a certificate of the chief financial officer
or the treasurer of the Seller to the effect that, to the
best of such officer's knowledge, no Event of Termination
has occurred and is continuing or, if any Event of
Termination has occurred and is continuing, specifying the
nature and extent thereof and (B) a copy of the Compliance
Certificate (as defined in the Credit Agreement)
corresponding to such fiscal period and setting forth the
calculation of the Debt/Earnings Ratio for the most recent
fiscal quarter in reasonable detail;"
(f) Section 6.02(g)(iv) of the Agreement is amended by deleting the
proviso clause contained therein and replacing it in its entirety
as follows:
", provided, however, that so long as the Ratings and
Leverage Period shall have occurred and shall be continuing,
such Daily Report need not be submitted during a Weekly
Reporting Period."
(g) Section 7.01(h)(iv) is restated in its entirety to read as
follows:
"(iv)(A) if such last day of such Fiscal Month does not
occur during the Ratings and Leverage Period, the average of
such Dilution Ratios for such Fiscal Month and the two
immediately preceding Fiscal Months shall exceed
15
____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
____
(h) Section 7.01 of the Agreement is further amended by adding the
word "or" at the end of subsection (o) thereof and adding a new
subsection (p) as follows:
"(p) The aggregate outstanding Capital of all
Receivable Interests at any time shall exceed the Purchase
Limit then in effect for more than five Business Days after
the delivery of the most recent Seller Report which
indicates such an excess;"
(i) Annex A-1 (Monthly Report) is deleted in its entirety and
replaced with Exhibit I to this Amendment Agreement.
(j) Annex F (Applicable Margin) is deleted in its entirety and
replaced with Exhibit II to this Amendment Agreement.
(k) Schedule III (Fiscal Months) is deleted in its entirety and
replaced with Exhibit III to this Amendment Agreement.
SECTION 2. Effectiveness. This Amendment Agreement shall become
effective as of the date hereof at such time that (i) executed counterparts of
this Amendment Agreement and a replacement Fee Agreement (in form and substance
satisfactory to each Investor Agent party thereto) have been delivered by each
party hereto and thereto to the other parties hereto and thereto, (ii) a
non-refundable up-front fee
________________________________________________________________________________
________________________________________________________________________________
and delivered to the Program Agent and (iv) documents of the type described in
Section 3.01(a), (b) and (g) (but not with respect to true sale,
non-consolidation or UCC) of the Agreement relating to the execution and
delivery of this Amendment Agreement and the Agreement as amended hereby, in
form and substance satisfactory to the Program Agent, have been delivered to the
Program Agent.
SECTION 3. Consent. Pursuant to Section 5.01(m) of the Agreement, each
of the Program Agent and each Investor Agent hereby consents to an amendment to
the Originator Purchase Agreement amending Section 4.01(f) thereof.
SECTION 4. Representations and Warranties. Each of the Seller and the
Collection Agent represents and warrants that each of the representations and
warranties contained in Section 4.01 and Section 4.02, respectively, of the
Agreement (after giving effect to this Amendment Agreement) are correct in all
material respects on and as of the date of this Amendment Agreement as though
made on and as of such date.
16
SECTION 5. Confirmation of Agreement. Each reference in the Agreement
to "this Agreement" or "the Agreement" shall mean the Agreement as amended by
this Amendment Agreement, and as hereafter amended or restated. Except as herein
expressly amended, the Agreement is ratified and confirmed in all respects and
shall remain in full force and effect in accordance with its terms.
SECTION 6. Confirmation and Amendment of Parent Undertaking. (a) The
Parent, as the undertaking party under the Parent Undertaking, hereby consents
to the terms of this Amendment Agreement and hereby confirms and agrees that,
notwithstanding the effectiveness of this Amendment Agreement, the Parent
Undertaking is, and shall continue to be, in full force and effect and shall
apply to the Agreement as amended by this Amendment Agreement and the Parent
Undertaking is hereby ratified and confirmed.
(b) The Parent and the Program Agent (as assignee of the Seller) agree
to amend Section 5(e) of the Parent Undertaking by deleting the date "June 29,
2003" in line seven thereof and replacing it with the date "December 25, 2005".
SECTION 7. Costs and Expenses. The Seller agrees to pay on demand all
reasonable costs and expenses in connection with the preparation, execution and
delivery of this Amendment Agreement and any other documents to be delivered
hereunder, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Program Agent, the Investor Agents, the Investors
and the Banks with respect thereto.
SECTION 8. GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL, IN
ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF THAT
WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
SECTION 9. Execution in Counterparts. This Amendment Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment Agreement by facsimile shall be effective as delivery of a manually
executed counterpart of this Amendment Agreement.
[Remainder of this page intentionally left blank]
17
IN WITNESS WHEREOF, the parties have caused this Amendment Agreement
to be executed by their respective officers thereunto duly authorized, as of the
date first above written.
HASBRO RECEIVABLES FUNDING, LLC,
as the Seller
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice-President,
Treasurer
CAFCO, LLC, as an Investor
By: Citicorp North America,
Inc., as Attorney-in-Fact
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
---------------------------------
▇▇▇▇▇▇▇▇ FUNDING CORPORATION,
as an Investor
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
CITICORP NORTH AMERICA, INC.,
as Program Agent and as an
Investor Agent
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
---------------------------------
18
CITIBANK, N.A., as a Bank
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
---------------------------------
BNP PARIBAS, NEW YORK BRANCH
as a Bank and as an Investor Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
HASBRO, INC., as an Originator and as
Collection Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice-President,
Treasurer
WIZARDS OF THE COAST, INC., as an
Originator
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice-President,
Treasurer
19
EXHIBIT-I TO
AMENDMENT NO. 8 TO RECEIVABLES
PURCHASE AGREEMENT
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
[Exhibit omitted pursuant to a request for confidential treatment]
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
EXHIBIT-II TO
AMENDMENT NO. 8 TO RECEIVABLES
PURCHASE AGREEMENT
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
[Exhibit omitted pursuant to a request for confidential treatment]
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
EXHIBIT-III TO
AMENDMENT NO. 8 TO RECEIVABLES
PURCHASE AGREEMENT
(Fiscal Months)
SCHEDULE III
FISCAL MONTHS
HASBRO, INC.
FISCAL YEARS PLANNING CALENDAR
2005-2020
2005 2006 2007 2008 2009 2010 2011
-------- -------- -------- -------- -------- -------- --------
JAN Beginning Date 12/27/04 12/26/05 1/1/07 12/31/07 12/29/08 12/28/09 12/27/10
Ending Date 1/23/05 1/29/06 1/28/07 1/27/08 1/25/09 1/24/10 1/23/11
Weeks in Mo 4 5 4 4 4 4 4
FEB Beginning Date 1/24/05 1/30/06 1/29/07 1/28/08 1/26/09 1/25/10 1/24/11
Ending Date 2/27/05 3/5/06 3/4/07 3/2/08 3/1/09 2/28/10 2/27/11
Weeks in Mo 5 5 5 5 5 5 5
MAR Beginning Date 2/28/05 3/6/06 3/5/07 3/3/08 3/2/09 3/1/10 2/28/11
Ending Date 3/27/05 4/2/06 4/1/07 3/30/08 3/29/09 3/28/10 3/27/11
Weeks in Mo 4 4 4 4 4 4 4
APR Beginning Date 3/28/05 4/3/06 4/2/07 3/31/08 3/30/09 3/29/10 3/28/11
Ending Date 4/24/05 4/30/06 4/29/07 4/27/08 4/26/09 4/25/10 4/24/11
Weeks in Mo 4 4 4 4 4 4 4
MAY Beginning Date 4/25/05 5/1/06 4/30/07 4/28/08 4/27/09 4/26/10 4/25/11
Ending Date 5/29/05 6/4/06 6/3/07 6/1/08 5/31/09 5/30/10 5/29/11
Weeks in Mo 5 5 5 5 5 5 5
JUN Beginning Date 5/30/05 6/5/06 6/4/07 6/2/08 6/1/09 5/31/10 5/30/11
Ending Date 6/26/05 7/2/06 7/1/07 6/29/08 6/28/09 6/27/10 6/26/11
Weeks in Mo 4 4 4 4 4 4 4
JUL Beginning Date 6/27/05 7/3/06 7/2/07 6/30/08 6/29/09 6/28/10 6/27/11
Ending Date 7/24/05 7/30/06 7/29/07 7/27/08 7/26/09 7/25/10 7/24/11
Weeks in Mo 4 4 4 4 4 4 4
AUG Beginning Date 7/25/05 7/31/06 7/30/07 7/28/08 7/27/09 7/26/10 7/25/11
Ending Date 8/28/05 9/3/06 9/2/07 8/31/08 8/30/09 8/29/10 8/28/11
Weeks in Mo 5 5 5 5 5 5 5
SEP Beginning Date 8/29/05 9/4/06 9/3/07 9/1/08 8/31/09 8/30/10 8/29/11
Ending Date 9/25/05 10/1/06 9/30/07 9/28/08 9/27/09 9/26/10 9/25/11
Weeks in Mo 4 4 4 4 4 4 4
OCT Beginning Date 9/26/05 10/2/06 10/1/07 9/29/08 9/28/09 9/27/10 9/26/11
Ending Date 10/23/05 10/29/06 10/28/07 10/26/08 10/25/09 10/24/10 10/23/11
Weeks in Mo 4 4 4 4 4 4 4
NOV Beginning Date 10/24/05 10/30/06 10/29/07 10/27/08 10/26/09 10/25/10 10/24/11
Ending Date 11/27/05 12/3/06 12/2/07 11/30/08 11/29/09 11/28/10 11/27/11
Weeks in Mo 5 5 5 5 5 5 5
DEC Beginning Date 11/28/05 12/4/06 12/3/07 12/1/08 11/30/09 11/29/10 11/28/11
Ending Date 12/25/05 12/31/06 12/30/07 12/28/08 12/27/09 12/26/10 12/25/11
Weeks in Mo 4 4 4 4 4 4 4
WEEKS IN YR 52 53 52 52 52 52 52
