Hasbro 2006 Annual Report Download - page 89

Exhibit
3. Articles of Incorporation and Bylaws
(a) Restated Articles of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1
to the Company’s Quarterly Report on Form 10-Q for the period ended July 2, 2000, File
No. 1-6682.)
(b) Amendment to Articles of Incorporation, dated June 28, 2000. (Incorporated by reference to
Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q for the period ended July 2,
2000, File No. 1-6682.)
(c) Amendment to Articles of Incorporation, dated May 19, 2003. (Incorporated by reference to
Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the period ended June 29,
2003, File No. 1-6682.)
(d) Amended and Restated Bylaws of the Company, as amended.
(e) Certificate of Designations of Series C Junior Participating Preference Stock of Hasbro, Inc.
dated June 29, 1999. (Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly
Report on Form 10-Q for the period ended July 2, 2000, File No. 1-6682.)
(f) Certificate of Vote(s) authorizing a decrease of class or series of any class of shares.
(Incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q
for the period ended July 2, 2000, File No. 1-6682.)
4. Instruments defining the rights of security holders, including indentures.
(a) Indenture, dated as of July 17, 1998, by and between the Company and Citibank, N.A. as
Trustee. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on
Form 8-K dated July 14, 1998, File No. 1-6682.)
(b) Indenture, dated as of March 15, 2000, by and between the Company and the Bank of Nova
Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4(b)(i) to the
Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 26, 1999, File
No. 1-6682.)
(c) Indenture, dated as of November 30, 2001, between the Company and The Bank of Nova
Scotia Trust Company of New York. (Incorporated by reference to Exhibit 4.1 to the
Company’s Registration Statement on Form S-3, File No. 333-83250, filed February 22,
2002.)
(d) Revolving Credit Agreement, dated as of June 23, 2006, by and among Hasbro, Inc., Hasbro
SA, Bank of America, N.A., Citibank, N.A., Citizens Bank of Massachusetts, Commerzbank
AG, New York and Grand Cayman Branches, BNP Paribas, Banc of America Securities LLC
and the other banks party thereto. (Incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K dated June 23, 2006, File No. 1-6682.)
(e) Rights Agreement, dated as of June 16, 1999, between the Company and the Rights Agent.
(Incorporated by reference to Exhibit 4 to the Company’s Current Report on Form 8-K dated
as of June 16, 1999.)
(f) First Amendment to Rights Agreement, dated as of December 4, 2000, between the Company
and the Rights Agent. (Incorporated by reference to Exhibit 4(f) to the Company’s Annual
Report on Form 10-K for the Fiscal Year Ended December 31, 2000, File No. 1-6682.)
(g) Second Amendment to Rights Agreement, dated as of February 13, 2007, between the
Company and Computershare Trust Company N.A. as the Rights Agent.
10. Material Contracts
(a) Lease between Hasbro Canada Corporation (formerly named Hasbro Industries (Canada) Ltd.)
(‘‘Hasbro Canada”) and Central Toy Manufacturing Co. (‘‘Central Toy”), dated December 23,
1976. (Incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on
Form S-14, File No. 2-92550.)
(b) Lease between Hasbro Canada and Central Toy, together with an Addendum thereto, each dated
as of May 1, 1987. (Incorporated by reference to Exhibit 10(f) to the Company’s Annual Report
on Form 10-K for the Fiscal Year Ended December 27, 1987, File No. 1-6682.)
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