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EXHIBIT 10
WAIVER TO CREDIT AGREEMENT
WAIVER (this "Waiver"), dated as of September 12, 1996, among FTD
Corporation ("Holdings"), Florists' Transworld Delivery, Inc. (the
"Borrower"), the lenders party to the Credit Agreement referred to below
(the "Banks"), and Bankers Trust Company, as Agent (in such capacity, the
"Agent"). Unless otherwise defined herein, capitalized terms used herein
shall have the respective meanings provided such terms in the Credit
Agreement referred to below.
W I T N E S S E T H:
WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to
a Credit Agreement, dated as of December 19, 1994 (as amended, modified or
supplemented through the date hereof, the "Credit Agreement"); and
WHEREAS, the Borrower has requested that the Banks grant the waiver
provided for herein, and the Banks party hereto have agreed to grant the
waiver provided for herein on the terms and conditions set forth herein;
NOW, THEREFORE, it is agreed:
1. Effective from and including September 30, 1996 through and
including November 22, 1996, (the "Waiver Termination Date"), the Banks
hereby waive compliance by Holdings and the Borrower with the provisions of
Sections 8.10, 8.11 and 8.14 of the Credit Agreement with respect to the
Test Period ending on September 30, 1996. This Waiver shall be effective
only for the period from September 30, 1996 to and including the Waiver
Termination Date (the "Waiver Period") and shall be of no force or effect at
any other time (it being understood that to the extent any Default or Event
of Default would have arisen under Sections 8.10, 8.11 or 8.14 for the Test
Period ending on September 30, 1996 but for the provisions of this Waiver,
such Default or Event of Default will exist after the Waiver Termination
Date).
2. In order to induce the Banks to enter into this Waiver, each of
Holdings and the Borrower (x) represents and warrants that no Default or
Event of Default exists on the Waiver Effective Date (as defined below),
both before and after giving effect to this Waiver and (y) makes each of the
representations, warranties and agreements contained in the Credit Agreement
or the other Credit Documents on the Waiver Effective Date, both before and
after giving effect to this Waiver (it being understood and agreed that any
representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct in all material respects only as of
such date).
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3. This Waiver is limited as specified and shall not constitute the
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
4. This waiver may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Credit Parties and the Agent.
5. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE
OF NEW YORK.
6. This Waiver shall become effective on the date (the "Waiver
Effective Date") when each of Holdings, the Borrower and the Required Banks
shall have signed a copy hereof (whether the same or different copies) and
shall have delivered (including by way of telecopier) the same to the Agent
at its Notice Office.
7. At all times during the Waiver Period, all references in the Credit
Agreement and each of the other Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement after giving effect
to this Waiver.
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Waiver to be duly executed and delivered as of the date
first above written.
FTD CORPORATION
By /s/ Scott D. Levin
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Title: Vice President and Secretary
FLORISTS' TRANSWORLD
DELIVERY, INC.
By /s/ Scott D. Levin
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Title: Vice President, General Counsel
and Secretary
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BANKERS TRUST COMPANY,
Individually and as Agent
By /s/ Christopher Kinslow
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Title: Vice President
MICHIGAN NATIONAL BANK
By /s/ Jeffrey W. Billig
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Title: Relationship Manager
NBD BANK
By /s/ Teresa A. Kalil
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Title: Vice President
COMERICA BANK
By /s/ Phyllis D. McCann
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Title: Vice President
HARRIS TRUST AND
SAVINGS BANK
By /s/ Peter J. Dancy
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Title: Vice President
THE FIRST NATIONAL BANK OF
CHICAGO
By
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Title:
CAISSE NATIONAL DE
CREDIT AGRICOLE
By /s/ David Bouhl
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Title: First Vice President