of the Dealer and shall not be on behalf of the Issuer.
This Agreement
supersedes all prior agreements and understandings (whether written or oral)
between the Issuer and the Dealer with respect to the subject matter hereof.
The Issuer hereby waives and releases, to the fullest extent permitted by law,
any claims the Issuer may have against the Dealer with respect to any breach or
alleged breach of fiduciary duty.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first above written.
Hasbro, Inc., as Issuer
Citigroup Global Markets Inc., as Dealer
Martin R. Trueb
Robert M. Crowe
R. Trueb
M. Crowe
Vice President and Treasurer
Addendum
The following additional clauses shall apply to the Agreement and be deemed a
part thereof.
1.
The other dealers referred to in clause (b) of Section 1.2 of the Agreement are
Morgan Stanley & Co. Incorporated and Merrrill Lynch, Pierce, Fenner & Smith
Incorporated.
2.
The addresses of the respective parties for purposes of notices under Section
7.1 are as follows:
For the Issuer:
Address:
200 Naragansett Park Drive, Pawtucket, Rhode Island
02862
Attention:
Treasurer
Telephone number:
(401) 431-8227
Fax number:
(401) 431-8084
For the Dealer:
Address:
390 Greenwich Street - 5th Floor, New York, New York
10013
Attention:
Money Markets Origination
Telephone number:
(212) 723-6669
Fax number:
(212) 723-8624
Exhibit A
Form of Legend for Private Placement Memorandum and Notes
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES
THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT (I)
IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE
ISSUER AND THE NOTES, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY
DISTRIBUTION THEREOF AND (III) IT IS EITHER (A)(1) AN INSTITUTIONAL INVESTOR OR
SOPHISTICATED INDIVIDUAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE
MEANING OF RULE 501(a) UNDER THE ACT AND WHICH, IN THE CASE OF AN INDIVIDUAL,
(i) POSSESSES SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS
THAT HE OR SHE IS CAPABLE OF EVALUATING AND BEARING THE ECONOMIC RISK OF AN
INVESTMENT IN THE NOTES AND (ii) HAS NOT LESS THAN $5 MILLION IN INVESTMENTS (AN
"INSTITUTIONAL ACCREDITED INVESTOR" OR "SOPHISTICATED INDIVIDUAL ACCREDITED
INVESTOR", RESPECTIVELY) AND (2)(i) PURCHASING NOTES FOR ITS OWN ACCOUNT, (ii) A
BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS AND LOAN
ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF THE ACT)
ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A FIDUCIARY OR AGENT
(OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION) PURCHASING NOTES FOR
ONE OR MORE ACCOUNTS EACH OF WHICH ACCOUNTS IS SUCH AN INSTITUTIONAL ACCREDITED
INVESTOR