EXHIBIT 10.26
[LETTERHEAD OF BNY FINANCIAL CORPORATION]
February __, 1996
Yes! Entertainment Corporation
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxxx 00000
Dear Gentlemen/Ladies:
Reference is made to the Accounts Receivable Management and Security
Agreement between us, dated as of July 31, 1995, as supplemented and amended
(the "Agreement"). All capitalized terms used herein, but not defined herein,
shall have the meanings given to such terms in the Agreement.
It is hereby agreed that effective as of the date hereof and
notwithstanding anything to the contrary contained therein, the Agreement shall
be amended as follows:
(i) The definition of "Maximum Loan Amount" or "Maximum Revolving Amount"
as set forth in Section 1 of the Agreement is restated in its entirety as
follows:
"Maximum Loan Amount" or "Maximum Revolving Amount" means thirty
million (U.S>) dollars (USD $30,000,000)."
(ii) The definition of "Term" as set forth in Section 1 of the Agreement
is restated in its entirety as follows:
"Term" means the Closing Date through July 31, 1999 subject to
acceleration upon the occurrence of an Event of Default hereunder or other
termination hereunder."
(iii) The definition of "Receivables Advance Rate" as set forth in the
definition of "Receivables Availability" in Section 1 of the Agreement shall be
amended and increased from "up to sixty percent (60%)" to "up to seventy percent
(70%)."
(iv) The definition of "L/C Sublimit" as set forth in Section 2(k) of the
Agreement shall be amended and increased from "eight million (U.S.) dollars (USD
$8,000,000) in the aggregate at any time, less any Reserves" to "sixteen million
(U.S.) dollars (USD $16,000,000) in the aggregate at any time, less any
Reserves."
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(v) The last sentence of Section 17 of the Agreement regarding the
"Required Percentage" with respect to the calculation of the early termination
fee is restated in its entirety as follows:
"For the purposes hereof, Required Percentage shall mean (a) $1,000,000
from the Closing Date through July 30, 1996, (b) $600,000 from July 31,
1996 through July 30, 1997 and (c) $200,000 from July 31, 1997 through
July 30, 1999."
It is hereby further agreed that in consideration of our executing this
amendment and upon the execution of this amendment, you shall pay to us, and we
may charge to your account, a fee in the amount of $25,000 in addition to all
amounts due to us pursuant to the Agreement. Such fee shall be deemed an
Obligation under the Agreement.
Except as otherwise set forth herein, the Agreement shall remain in full
force and effect in accordance with its terms.
If you are in agreement with the foregoing, please so indicate by
signing and returning the enclosed copy of this amendment.
Very truly yours,
BNY FINANCIAL CORPORATION
By: /s/
--------------------------------
Title:
AGREED:
YES! ENTERTAINMENT CORPORATION
By: /s/
----------------------------
Title: CFO
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