Exhibit 10.28.3
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS.FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of March 15, 1999, by and between NATURAL WONDERS, INC.R 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 July1, 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.
NOWR 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 1.1 (d) is hereby deleted in its entirety, and the following
substituted therefor:
11(d) Borrowing and Repayment. Borrower may from time to
time during the term of the Line of Credit borrow, partially or
wholly repay its outstanding borrowings, and reborrow, subject to
all of the limitations, terms and conditions contained herein or
in the Line of Credit Note. Notwithstanding the foregoing,
Borrower shall maintain a zero balance (exclusive of L/C
Contingent Obligations) on advances under the Line of Credit for
a period of at least 150 consecutive days (the 'Out of Debt
Period") between January 1, 1999 and July 1, 1999.
2. Sections 4.9 (a), (c) and (e) are hereby deleted in their entirety,
and the following substituted therefor:
"(a) Quick Ratio not less than 0.88 to 1.0, determined as
of fiscal year end January 30, 1999, with "Quick Ratio' defined
as the aggregate of unrestricted cash, unrestricted marketable
securities and receivables convertible into cash divided by total
current liabilities.
(c) Tangible Net Worth not less than $50,500,000.00 as of
the end of each first fiscal quarter, not less than
$48,000,000.00 as of the end of each second fiscal quarter, not
less than $44,500,000.00 as of the end of each third fiscal I
quarter and not less than $53,300,000.00 as of fiscal year end
January 30, 1999, with "Tangible Net Worth' defined as the
aggregate of total stockholders equity plus subordinated debt
less any intangible assets.
(e) Net Loss after taxes not greater than $1,897,000.00 as
of fiscal year end January 30, 1999, net loss not greater than
$3,600,000.00 in each
first fiscal quarter, net loss not greater than $2,l7O,000.00 in
each second fiscal quarter, and net loss not greater than
$3,000,000.00 in each third fiscal quarter."
3. Section 5.2 is hereby deleted in its entirety, and the following
substituted therefor:
"SECTION 5.2. CAPITAL EXPENDITURES. Make any additional
investment in fixed assets (inclusive of capitalized lease
expenditures) in any fiscal year in excess of an aggregate of
$7,000,000.00."
4. 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 in cash, 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
$600,000.00 (inclusive of the amount already paid by Borrower in
said fiscal year on account of stock repurchases.)"
5. Borrower shall pay to Bank, a non-refundable commitment fee for the
Line of Credit equal to Fifteen Thousand Dollars ($15,000.00),, which fee shall
be due and payable in full on the date of this Amendment.
6. 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 i3i 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.
7. 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
Chief Financial Officer