Exhibit 10.28.2
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of January 29, 1999, 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 4.9.(e) is hereby deleted in its entirety, and the
following substituted therefor:
"SECTION 4.9.(e) Net income after taxes not less than
($1,741,000.00) at fiscal year and January 30, 1999, net loss
not greater than $3,000,000.00 in each first fiscal greater,
net loss not greater than $1,950,000 in each second fiscal
quarter, and net loss not greater than $3,000,000 in each
third fiscal quarter.
2. Section 4.11 is hereby deleted in its entirety, without
substitution.
3. Section 5.8 is hereby deleted in its entirety, and the
following substituted therefor:
"8. LOANS, ADVANCES, INVESTMENTS. Make any loans or
advances to or investments in any person or entity, except (a)
any of the foregoing existing as of, and disclosed to Bank
prior to, the date hereof, (b)reasonable royalty payments to
NWCMI as consideration for the license to use the trademarks
and trade names owned by NWCMI,(c) unsecured loans between
NWCMI and Borrower, and (d) unsecured loans to Xxx Xxxxxx in
an aggregate of $450,000.00."
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 WHGREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
XXXXX FARGO BANK,
NATURAL ,WCNDERS INC. NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxx /s/ Xxxxx Xxxxxx
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Xxxxx X. Xxxxxx Xxxxx Xxxxxx
Chief Financial Officer Vice President