Exhibit 10.28.1
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of September 15, 1998, by and between NATURAL WONDERS, INC., a Delaware
corporation ("Borrower"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION ("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms
and conditions of that certain Credit Agreement between Borrower and Bank dated
as of July 1, 1998, as amended from time to time ("Credit Agreement").
WHEREAS, Bank and Borrower have agreed to certain changes in the terms
and conditions set forth in the Credit Agreement and have agreed to amend the
Credit Agreement to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:
1. Section 5.2 is hereby deleted in its entirety, and the following
substituted therefor:
"SECTION 5.2. CAPITAL EXPENDITURES. Make any additional
investments in fixed assets (inclusive of capitalized lease
expenditures) in any fiscal year in excess of an aggregate of $
6,700,000.00.
2. Section 5.5 is hereby deleted in its entirety, and the following
substituted therefor:
"SECTION 5.5. DIVIDENDS, DISTRIBUTIONS. Declare or pay any
dividend or distribution either incash ' stock or any other property on
Borrower's or NWCMI's stock now or hereafter outstanding, nor redeem,
retire, repurchase or otherwise acquire any shares of any class of
Borrower's of NWCMI's stock now or hereafter outstanding; provided
however, that Borrower may repurchase its common stock during the third
and fourth fiscal quarters of fiscal year ending February 1, 1999 (so
long as Borrower is and remains in compliance with all terms and
conditions of this Agreement) up to an aggregate amount of $900,000.00
(inclusive of the amount already paid by Borrower in said fiscal year
on account of stock repurchases."
3. The following is hereby added to the Credit Agreement as Section
5.9:
"SECTION 5.9. year 2000 compliance. Perform all acts
reasonably necessary to ensure that (a) Borrower and any business in
which Borrower holds a substantial interest, and (b) all customers,
suppliers and vendors that are material to Borrower's business, become
Year
2000 Compliant in a timely manner. Such acts shall include, without
limitation, performing a comprehensive review and assessment of all of
Borrower's systems and adopting a detailed plan, with itemized budget,
for the remediation, monitoring and testing of such systems. As used
herein, "Year 2000 Compliant" shall mean, in regard to any entity,
that all software, hardware, firmware, equipment, goods or systems
utilized by or material to the business operations or financial
condition of such entity, will properly perform date sensitive
functions before, during and after the year 2000. Borrower shall,
immediately upon request, provide to Bank such certifications or other
evidence of Borrower's compliance with the terms hereof as Bank may
from time to time require."
4. Except as specifically provided herein, all terms and conditions of
the Credit Agreement remain in full force and -effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Credit Agreement
shall be read together-, as one document.
-5. Borrower hereby remakes all representations-and warranties
contained in the Credit Agreement and reaffirms all covenants set forth therein.
Borrower further certifies that as of the date of this Amendment there exists no
Event of Default as defined in the Credit Agreement, nor any condition, act or
event which with the giving of notice or the passage of time or both would
constitute any such Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
XXXXX FARGO BANK,
NATURAL WONDERS, INC. NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxx
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Xxxxx X. Xxxxxx Xxxxx Xxxxxx
Chief Executive Officer Vice President
