Exhibit 10.28
[LETTERHEAD OF BNY FINANCIAL CORPORATION]
March 26, 1998
Yes! Entertainment Corporation
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Ladies/Gentlemen:
Reference is made to the Accounts Receivable Management and Security
Agreement between us dated as of July 31, 1995, as supplemented and/or amended
(the "Agreement"). All capitalized terms not defined herein shall have the
meaning ascribed to such terms in the Agreement.
Pursuant to your request, it is hereby agreed that effective as of the date
hereof and not withstanding anything to the contrary contained therein, the
Agreement shall be amended as follows:
1. Section 12(n) of the Agreement is hereby amended by deleting the
existing Tangible Net Worth values for the year 1998 and by substituting the
following values in their place and stead:
"(Millions USD) 1998
----
March 31 6.9
June 30 3.8
September 30 4.3
December 31 3.0"
2. Section 12(p) of the Agreement is hereby amended by deleting the
existing paragraph in its entirety and by substituting the following in its
place and stead:
"Borrower shall maintain a quick ratio (which shall be the ratio of
current assets less inventory to current liabilities) at all times of
no less than .50:1 as of March 31, 1998, .40:1 as of June 30, 1998, and
.50:1 as of September 30, 1998 and at all times thereafter, which
calculations shall be measured monthly."
3. Section 12(q) of the Agreement is hereby amended by deleting the date
December 31, 1995 from the first line of said section and by substituting the
date January 1, 1998 in its place and stead. For the calendar year 1998 only,
the covenant requirement of 5.00 to 1 will be measured on a prospective rolling
four quarter basis beginning with the calendar quarter ending 3/31/98. Effective
January 1, 1999, the covenant will be measured on a retrospective rolling four
quarter basis.
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:
READ & AGREED TO:
Yes! Entertainment Corporation
By:/s/
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Title: CEO
